Software License Agreement

Transatlantic Holdings, Inc.
80 Pine Street
New York, New York 10005 TIRS LICENSE AMENDED AND RESTATED AGREEMENT COVER PAGE Allied World Assurance Company, Ltd (" Licensee" ) has agreed to license the TIRS computer software from Transatlantic Holdings, Inc. (" THI" ) on the terms and conditions set forth in this License Agreement. Customer Name Contact Information Allied World Assurance Company, Ltd Name: Mike Fullen Telephone: 441-278-5526 Fax No. Email Address: Mike.Fullen@awac.com Mailing Address: 29 Richmond Road, Pembroke HM 08, Bermuda Initial Term Start Date Initial Term End Date November 17, 2006 November 17, 2009 Subsequent to the Initial Term, this Agreement shall automatically renew for successive renewal terms of one (1) year each (Renewal Term) unless either party notifies the other of its desire not to renew prior to the expiration of the Initial Term or relevant Renewal Term. TIRS Software Version Maintenance and Upgrades TIRS Version 8.000 THI will provide the upgrades and updates to the TIRS Software that are generally made available to licensees of the TIRS Software. Required Environment Training Unix server running Informix IDS (database server) version 9.x or higher and Windows NT, 2000, or XP-based PC clients running Informix Connect version 9.x or higher. Initial Term License Fees Payment Due Date Year 1: $1,300,000 December 15, 2006 Year 2: $1,400,000 October 17, 2007 Year 3: $1,500,000 October 17, 2008 Total: $4,200,000 Total Fee paid upfront $3,900,000 February 15, 2007


11/14/03 Amended and Restated SOFTWARE LICENSE AGREEMENT
TERMS AND CONDITIONS This Amended and Restated Software License Agreement Terms and Conditions (" Agreement" ) is entered into as of November 17, 2006 (the " Effective Date" ) by and between Transatlantic Holdings, Inc. (" THI" ) and Allied World Assurance Company, Ltd (" Licensee" ). 1. LICENSE GRANT 1.1. Subject to the terms and conditions set forth herein, THI hereby grants to Licensee, a worldwide, nontransferable, nonexclusive, nonassignable, limited license and right to access, use, copy (as expressly permitted herein), and modify THI' s The International Reinsurance Systems computer software product(s) (as identified on the Cover Page of this Agreement) together with all documentation and other materials accompanying such product(s) (together, the " TIRS Software" ). 1.2. Neither this Agreement nor the TIRS Software may be sold, leased, assigned, sublicensed or otherwise transferred by Licensee, in whole or in part, unless otherwise agreed in writing by THI. 2. SCOPE 2.1. Licensee' s use of the TIRS Software shall be limited to use to process only Licensee' s own internal business. Licensee is authorized to make a reasonable number of copies of TIRS Software for the purposes of quality assurance, testing, backup and disaster recovery purposes. Licensee will keep records of each copy made, where such copy is located and the authorized user thereof. Such records will be available for inspection at any reasonable time by THI upon ten (10) days notice. 2.2. Licensee has the right to develop interfaces to the TIRS Software in conjunction with its use of the TIRS Software. Such Licensee-developed software interfaces will remain the intellectual property of Licensee or its vendors. 3. DELIVERY; INSTALLATION; SOURCE CODE ESCROW 3.1. The TIRS Software will be supplied as a run-time machine executable application on a date to be agreed between the parties. Source code for the TIRS Software is not licensed to Licensee, and will not be provided to Licensee unless otherwise agreed between the parties in writing. 3.2. Licensee is responsible for providing the following operating environment upon which the TIRS Software will run: a Unix server running Informix IDS (database server) version 9.x. or higher and Windows NT, 2000, or XP-based PC clients running Informix Connect version 9.x or higher. Licensee shall furnish and makeTIRS/AWAC License Agreement
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available its equipment and facilities as required for the installation, operation or maintenance of the TIRS Software, and take such action as may be necessary to ensure that the operating environment specified in this Section 3.2 is operable as of the agreed date of installation. Licensee is also responsible for obtaining all appropriate licenses, including all necessary licenses for the Informix software products, relating to the operating environment. 3.3. THI will use commercially reasonable efforts to assist Licensee to install and configure the TIRS Software, and, if necessary, the Informix server software product. 3.4. Within thirty (30) days after the Effective Date, THI shall enter into a source code escrow agreement (the " Source Code Escrow Agreement" ) with a reputable escrow agent (the " Source Code Escrow Agent" ) and make Licensee a beneficiary to the Source Code Escrow Agreement. In the event that the Source Code Escrow Agreement expires or is terminated, THI shall promptly notify Licensee thereof and THI agrees to immediately enter into a new escrow agreement on the same terms with another escrow agent, which shall be mutually agreed to by the parties. Upon making Licensee a beneficiary to the Source Code Escrow Agreement, THI will deposit with the Escrow Agent a documented copy of the source code form of the TIRS Software, a listing thereof, commentary, developer notes, libraries, tools, utilities and other related materials in a source code escrow account. If THI corrects any defects in the TIRS Software, or provides any new corrected releases, new versions, modifications or enhancements to the TIRS Software, THI shall simultaneously furnish the Escrow Agent with a corrected or revised copy of the source code form of the TIRS Software (the revised copies and the original copies, collectively, the " Escrowed Materials" ). THI shall obtain the right in the Source Code Escrow Agreement for Licensee, as a beneficiary under the Source Code Escrow Agreement, to audit THI' s escrow account with the Source Code Escrow Agent in order to confirm that THI has complied with its obligations to comply its obligations to deposit all of the materials and documents required pursuant to this Section. 3.5. The Escrowed Materials will be released from escrow if THI becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or composition, or makes a general assignment for the benefit of creditors. Without any limitation of the rights granted to Licensee in Section 1 of this Agreement, THI hereby grants to Licensee, under any and all of THI' s intellectual property rights (both now and in the future), a perpetual, irrevocable, non-exclusive right and license to access, use, display and modify the Escrowed Materials (" Source Code License Rights" ) solely for the purpose of supporting the TIRS Software; provided, that although the foregoing grant is effective as of the Effective Date, Licensee may exercise any such Source CodeTIRS/AWAC License Agreement
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License Rights only upon the occurrence of the release of the Escrowed Materials to Licensee pursuant to this Section. 3.6 All rights and licenses granted under or pursuant to this Agreement by THI are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the " Code" ), licenses to rights to " Intellectual Property" as defined under the Code. The parties agree that Licensee, as licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under the Code. The parties further agree that, in the event of the commencement of any bankruptcy proceeding by or against either party under the Code, either party shall be entitled to retain all of its rights under this Agreement. 4. TERM AND TERMINATION 4.1. Term of License . Subject to earlier termination as described in Section 4.2, and unless otherwise agreed in writing by the parties, this Agreement shall commence on the Initial Term Start Date set forth on the Cover Page, and shall continue until the Initial Term End Date set forth on the Cover Page (such period being referred to as the " Initial Term" ). Thereafter, this Agreement shall automatically renew for successive renewal terms of one (1) year each (" Renewal Terms" ), unless either party notifies the other of its desire not to renew at least ninety (90) days prior to the expiration of the Initial Term or Renewal Term then in effect. 4.2. Termination of License . This Agreement may be terminated prior to the expiration of the Initial Term or any subsequent Renewal Term as follows: a. Either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other party if the other party has breached any of its material obligations and has not cured such default prior to the expiration of the thirty (30) day period. In addition, either party will have the right to terminate this Agreement upon thirty (30) days prior written notice if a Force Majeure Condition (as defined in Section 12.4) has prevented performance by the other party for more than one hundred twenty (120) consecutive days. b. Either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other party if a court or other governmental entity issues an order that requires THI to materially alter the TIRS Software or otherwise materially restricts or limits THI' s ability to deliver or license the TIRS Software as it exists as of the Effective Date of this Agreement.TIRS/AWAC License Agreement
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c. THI may terminate this Agreement at any time upon written notice to Licensee if any assignment is made by Licensee for the benefit of creditors, or if a receiver, trustee in bankruptcy or similar officer shall be appointed to take charge of any or all of Licensee' s property, or if Licensee files a voluntary petition under federal bankruptcy laws or similar state or foreign statutes or such a petition is filed against Licensee and is not dismissed within forty-five (45) days, or if Licensee liquidates or otherwise winds up its business for any reason. d. THI may terminate this Agreement if a third party acquires Licensee, if Licensee merges with a third party, or if any entity that did not have a majority ownership interest in Licensee as of the Effective Date subsequently acquires a majority ownership interest in Licensee, by providing twelve months written notice to Licensee of such termination, following THI' s actual knowledge of such change in control of Licensee. 4.3. The parties agree that unauthorized use, disclosure or transfer of the TIRS Software may substantially diminish the value of such materials and irreparably harm THI, and therefore further agree that THI shall be entitled to injunctive and/or other equitable relief, in addition to other remedies afforded by law, to prevent or restrain a breach of this Agreement. 4.4. Upon any expiration or termination of this Agreement, Licensee shall immediately return to THI (or, at THI' s option, destroy and certify in writing to THI that it has destroyed) the original and all copies of the TIRS Software, including compilations, translations, partial copies, archival copies, upgrades, updates, release notes and training materials relating to the TIRS Software, and all security devices, if any, and media on which original copies of the TIRS Software are contained. If Licensee fails to return or destroy any such materials, it shall continue to pay all License Fees until such return or destruction, notwithstanding the termination of the License. 5. LICENSE FEES 5.1. Initial License Term . The Licensee shall pay THI the License Fee according to the schedule set forth on the Cover Page. Licensee' s failure to make such payments according to this schedule shall be considered a material breach of its obligations under this Agreement. 5.2. Renewal Terms . THI reserves the right to modify these terms and conditions by providing notice to Licensee of the new terms and conditions as provided herein. The terms and conditions for each Renewal Term, except for pricing, shall be the same as those contained in this Agreement unless Licensee is notified in writing of the proposed changes 90 days prior to the beginning of the pertinent Renewal Term. THI shall also notify Licensee 90 days prior to the beginning of the renewal term ofTIRS/AWAC License Agreement
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