Assignment and Assumption Agreement between Alleghany Insurance Holdings LLC and RSUI Group, Inc. (July 1, 2003)

Summary

Alleghany Insurance Holdings LLC is transferring all its rights and obligations under a Stock Purchase Agreement with Royal Group, Inc. to RSUI Group, Inc. RSUI Group, Inc. agrees to assume and fulfill all responsibilities and liabilities of Alleghany Insurance Holdings LLC under that agreement. However, Alleghany Insurance Holdings LLC remains responsible for its obligations to Royal Group, Inc. as specified in the original agreement. This document formalizes the transfer and assumption of these rights and duties as of July 1, 2003.

EX-10.39 41 y88779exv10w39.txt ASSIGNMENT AND ASSUMPTION AGREEMENT Exhibit 10.39 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment"), dated as of July 1, 2003, is entered into by and between Alleghany Insurance Holdings LLC, a Delaware limited liability company ("Assignor"), and RSUI Group, Inc., a Delaware corporation ("Assignee"). WITNESSETH: WHEREAS, Assignor is a party to that certain Stock Purchase Agreement, dated as of July 1, 2003 (the "Agreement"), by and between Assignor and Royal Group, Inc.; and WHEREAS, Assignor desires to assign to Assignee all of Assignor's rights under the Agreement and Assignee desires to assume all of Assignor's obligations of Assignor under the Agreement, subject to the terms of this Assignment. NOW, THEREFORE, in consideration of the foregoing premises and the following mutual terms and conditions, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Assignment of Rights. Subject to the terms and conditions of this Assignment, Assignor hereby agrees to assign, transfer, convey and deliver any and all of its rights under the Agreement and Assignee hereby agrees to the assignment, transfer, conveyance and delivery of such rights. 2. Assumption of Liabilities. Subject to the terms and conditions of this Assignment, Assignee hereby agrees to assume, pay, perform and discharge all debts, obligations and liabilities of every kind, character or description of Assignor under the Agreement. 3. Discharge. Assignor acknowledges that, in accordance with Section 9.6 of the Agreement, as between Assignor and Royal, this Assignment shall not relieve Assignor of any of its obligations under the Agreement. IN WITNESS WHEREOF, the parties have executed this Assignment effective as of the day and year first written above. ALLEGHANY INSURANCE HOLDINGS LLC By: /s/ Weston M. Hicks ----------------------------- Name: Weston M. Hicks Title: Chief Executive Officer RSUI GROUP, INC. By: /s/ James P. Slattery ----------------------------- Name: James P. Slattery Title: President