Software License Agreement Terms And Conditions

EXHIBIT 10.20


Transatlantic Holdings, Inc.
80 Pine Street
New York, New York 10005


TIRS LICENSE 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 Name: Andrew Peel Company, Ltd. Telephone: 441-505-5256 Fax No.
Email Address:
Mailing Address: 29 Richmond Road
Pembroke HM 08 Bermuda


Initial Term Start Date Initial Term End Date November 17, 2003 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 7.000 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 Five (5) consecutive days of onsite training is IDS (database server) version included with initial license agreement. 9.x or higher and Windows NT, Additional training can be purchased from THI. 2000, or XP-based PC clients running Informix Connect version 9.x or higher.


Initial Term License Fees Payment Due Date Year 1: $1,000,000 December 15, 2003 Year 2: $1,100,000 October 17, 2004 Year 3: $1,200,000 October 17, 2005 Total: $3,300,000


11/14/03


SOFTWARE LICENSE AGREEMENT TERMS AND CONDITIONS


This Software License Agreement Terms and Conditions ("Agreement") is entered into as of November 14, 2003 (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 make available its
equipment and facilities as required for the installation, operation
or


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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 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 Code License
Rights only upon the occurrence of the release of the Escrowed
Materials to Licensee pursuant to this Section.


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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.


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


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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 on an annual basis 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. No later than ninety (90) days prior to the beginning
of each Renewal Term, Licensee shall pay THI a renewal License Fee
equal to THI's ...