Bond Allied Global Assurance Holdings 5.5% ( US01959EAB48 ) in USD

Issuer Allied Global Assurance Holdings
Market price 100 %  ⇌ 
Country  Switzerland
ISIN code  US01959EAB48 ( in USD )
Interest rate 5.5% per year ( payment 2 times a year)
Maturity 15/11/2020 - Bond has expired



Prospectus brochure of the bond Allied World Assurance Co Holdings US01959EAB48 in USD 5.5%, expired


Minimal amount 2 000 USD
Total amount 300 000 000 USD
Cusip 01959EAB4
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
Moody's rating NR
Detailed description Allied World Assurance Company Holdings AG is a global specialty insurance and reinsurance company offering a diverse range of products and services to a wide variety of clients, focusing on casualty, property, and professional lines insurance, with a significant international presence.

The Bond issued by Allied Global Assurance Holdings ( Switzerland ) , in USD, with the ISIN code US01959EAB48, pays a coupon of 5.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/11/2020

The Bond issued by Allied Global Assurance Holdings ( Switzerland ) , in USD, with the ISIN code US01959EAB48, was rated NR by Moody's credit rating agency.

The Bond issued by Allied Global Assurance Holdings ( Switzerland ) , in USD, with the ISIN code US01959EAB48, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-148409

CALCULATION OF REGISTRATION FEE


















Proposed
Proposed maximum


Amount to be maximum offering
aggregate


Title of each class of securities to be registered Registered
price per unit

offering price
Amount of registration fee(1)
5.50% Senior Notes due 2020
$300,000,000
99.544%

$298,632,000

$21,292.47














(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

PROSPECTUS SUPPLEMENT
(To prospectus dated December 31, 2007)

$300,000,000

Allied World Assurance Company Holdings, Ltd

5.50% Senior Notes due 2020




We are offering $300 million aggregate principal amount of our 5.50% senior notes due 2020. We will pay interest on the
notes on May 15 and November 15 of each year, beginning May 15, 2011. The notes will mature on November 15, 2020. We may
redeem some or all of the notes at any time and from time to time at the redemption price described in this prospectus supplement
under the heading "Description of Notes--Optional Redemption." We may also redeem all of the notes if certain tax events occur as
described in this prospectus supplement under the heading "Description of Notes--Redemption for Changes in Withholding Taxes."
The notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The notes will be our unsecured and unsubordinated obligations and will rank equally in right of payment with all our
existing and future unsecured and unsubordinated indebtedness. The notes will be effectively junior to all our future secured debt, to
the extent of the value of the collateral securing such debt, and will rank senior to all our existing and future subordinated debt. The
notes will be effectively subordinated to all existing and future obligations (including to policyholders, trade creditors, debt holders
and taxing authorities) of our subsidiaries.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-4 of this
prospectus supplement and on page 5 of the accompanying prospectus and in the documents
incorporated by reference in this prospectus supplement and the accompanying prospectus.













Per Note

Total

Public offering price (1)

99.544%

$298,632,000
Underwriting discount

0.650%


$1,950,000
Proceeds, before expenses, to us (1)

98.894%

$296,682,000

(1) Plus accrued interest, if any, from November 15, 2010, if settlement occurs after that date.

None of the U.S. Securities and Exchange Commission (the "Commission"), any state securities commission or any
other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company
("DTC") and its participants, which may include Clearstream Banking, societé anonymé and Euroclear Bank S.A./N.V., against
payment in New York, New York on or about November 15, 2010.
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BofA Merrill Lynch
Wells Fargo Securities


Deutsche Bank Securities

The date of this prospectus supplement is November 9, 2010.
Table of Contents

You should carefully read this prospectus supplement and the accompanying prospectus delivered with this
prospectus supplement. You should rely only on the information contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus or in any free writing prospectus that we may provide you in
connection with the sale of the notes offered hereby. We have not, and the underwriters have not, authorized anyone to
provide you with different information. If anyone provides you with different or inconsistent information, you should
not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where
the offer or sale is not permitted. You should not assume that the information contained in this prospectus supplement,
the accompanying prospectus or the documents incorporated by reference is accurate as of any date other than their
respective dates. Our business, financial conditions, results of operations and prospects may have changed since those
dates.

No offered securities may be offered or sold in Bermuda and offers may only be accepted from persons resident in
Bermuda, for Bermuda exchange control purposes, where such offers have been delivered outside of Bermuda.

GENERAL PERMISSION UNDER THE BERMUDA EXCHANGE CONTROL ACT 1972 (AND ITS RELATED
REGULATIONS) HAS BEEN GRANTED BY THE BERMUDA MONETARY AUTHORITY PURSUANT TO A NOTICE
TO THE PUBLIC ISSUED BY THE BERMUDA MONETARY AUTHORITY ON 1 JUNE 2005 FOR THE ISSUE AND
TRANSFER OF OUR NOTES TO AND BETWEEN NON-RESIDENTS OF BERMUDA FOR EXCHANGE CONTROL
PURPOSES. THIS PROSPECTUS WILL BE FILED WITH THE REGISTRAR OF COMPANIES IN BERMUDA IN
ACCORDANCE WITH BERMUDA LAW. IN GRANTING SUCH CONSENT AND IN ACCEPTING THIS PROSPECTUS
FOR FILING, NEITHER THE BERMUDA MONETARY AUTHORITY NOR THE REGISTRAR OF COMPANIES IN
BERMUDA ACCEPTS ANY RESPONSIBILITY FOR OUR FINANCIAL SOUNDNESS OR THE CORRECTNESS OF
ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS PROSPECTUS.

In this prospectus supplement, references to "Allied World", "we", "us", "our" or the "Company" refer to Allied
World Assurance Company Holdings, Ltd and when the context so requires, Allied World Assurance Company Holdings, Ltd
and its subsidiaries. In this prospectus supplement, references to "dollar" and "$" are to United States currency, and the terms
"United States" and "U.S." mean the United States of America, its states, its territories, its possessions and all areas subject to
its jurisdiction.
S-i


TABLE OF CONTENTS








Page

Prospectus Supplement
About This Prospectus Supplement
S-iii
Disclosure Regarding Forward-Looking Statements
S-iii
Prospectus Supplement Summary
S-1
Risk Factors
S-4
Use of Proceeds
S-8
Ratios of Earnings to Fixed Charges
S-8
Capitalization
S-9
Description of Notes
S-10
Certain United States Federal Income Tax Considerations
S-18
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Underwriting
S-20
Legal Matters
S-25
Experts
S-25
Where You Can Find More Information
S-25

Prospectus
About This Prospectus

1
Allied World Assurance Company Holdings, Ltd

2
General Description of the Offered Securities

3
Ratio of Earnings to Fixed Charges

4
Risk Factors

5
Cautionary Statement Regarding Forward-Looking Statements

24
Use of Proceeds

26
Description of Our Share Capital

27
Description of the Depositary Shares

39
Description of the Debt Securities

42
Certain Provisions Applicable to Subordinated Debt Securities

55
Information Concerning the Trustee

56
Description of the Warrants to Purchase Common Shares or Preference Shares

57
Description of the Warrants to Purchase Debt Securities

59
Description of the Share Purchase Contracts and the Share Purchase Units

61
Description of Units

62
Certain Tax Considerations

63
Plan of Distribution

77
Where You Can Find More Information

80
Incorporation of Certain Documents by Reference

80
Legal Opinions

81
Experts

81
Enforcement of Civil Liabilities Under United States Federal Securities Laws

81
S-ii
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ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this
offering. The second part is the accompanying prospectus that gives more general information, some of which may not apply to
this offering. If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you
should rely on the information in this prospectus supplement. In addition, you should review the risks of investing in our senior
notes (the "notes") discussed in this prospectus supplement, as well as the risk factors contained in our Annual Report on
Form 10-K for the year ended December 31, 2009 incorporated herein by reference, prior to making an investment decision.
Important information is incorporated into this prospectus supplement and the accompanying prospectus by reference. You may
obtain the information incorporated by reference into this prospectus supplement and the accompanying prospectus without
charge by following the instructions under "Where You Can Find More Information."

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, including the information incorporated by reference herein, may contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements are necessarily based
on estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and
contingencies, many of which, with respect to future business decisions, are subject to change. These uncertainties and
contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-
looking statements made by, or on behalf of, us.

In particular, statements using words such as "may", "should", "estimate", "expect", "anticipate", "intends", "believe",
"predict", "potential" or words of similar import generally involve forward-looking statements. In light of the risks and
uncertainties inherent in all future projections, the inclusion of forward-looking statements in this prospectus supplement should
not be considered as a representation by us or any other person that our objectives or plans will be achieved. Numerous factors
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could cause our actual results to differ materially from those addressed by the forward-looking statements, including those
contained under "Note on Forward-Looking Statements" in our Annual Report on Form 10-K for the year ended December 31,
2009, which is incorporated herein by reference.
S-iii
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PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information about Allied World and this offering. It does not contain all of the
information that may be important to you in deciding whether to purchase notes. We encourage you to read the entire
prospectus supplement, the accompanying prospectus and the documents that we have filed with the Commission that are
incorporated by reference prior to deciding whether to purchase notes.

Allied World Assurance Company Holdings, Ltd

We are a Bermuda-based specialty insurance and reinsurance company that underwrites a diversified portfolio of
property and casualty lines of business through offices located in Bermuda, Hong Kong, Ireland, Singapore, Switzerland, the
United Kingdom and the United States. For the nine months ended September 30, 2010 and the year ended December 31, 2009,
our gross premiums written were $1,376.5 million and $1,696.3 million, respectively, and our net income was $572.2 million
and $606.9 million, respectively. As of September 30, 2010, we had total assets and consolidated shareholders' equity of
approximately $10.5 billion and $3.3 billion, respectively. Our principal executive office is located at 27 Richmond Road,
Pembroke HM 08, Bermuda, and our telephone number is (441) 278-5400.

We were formed in November 2001 by a group of investors, including American International Group, Inc., The Chubb
Corporation, certain affiliates of The Goldman Sachs Group, Inc. and an affiliate of Swiss Reinsurance Company. Since our
formation, we have focused primarily on the direct insurance markets. We offer our clients and producers significant capacity in
both the direct property and casualty insurance markets as well as the reinsurance market. We have undergone significant
corporate expansion since our formation, and we now have 16 offices located in eight different countries.

We have three business segments: U.S. insurance, international insurance and reinsurance. These segments and their
respective lines of business and products may, at times, be subject to different underwriting cycles. We modify our product
strategy as market conditions change and new opportunities emerge by developing new products, targeting new industry classes
or de-emphasizing existing lines. Our diverse underwriting skills and flexibility allow us to concentrate on the business lines
where we expect to generate the greatest returns. The following table sets forth our gross premiums written by segment for the
nine months ended September 30, 2010 and the year ended December 31, 2009.
















Nine Months Ended


Year Ended



September 30, 2010

December 31, 2009


Gross Premiums Written


Gross Premiums Written


($ in millions)

% of Total

($ in millions)

% of Total

U.S. Insurance

$533.0

38.7%

$674.8

39.8%
International Insurance

389.9

28.3

555.9

32.8
Reinsurance

453.6

33.0

465.6

27.4

















Total

$1,376.5

100.0%

$1,696.3

100.0%


















For the nine months ended September 30, 2010, reinsurance business represented 33.0% of our gross premiums written
and insurance business represented 67.0% of our gross premiums written. For the nine months ended September 30, 2010,
property lines represented 26.8% and casualty lines represented 73.2% of our gross premiums written.

Ratings are an important factor in establishing the competitive position of insurance and reinsurance companies.
A.M. Best, Moody's and Standard & Poor's have each developed a rating system to provide an opinion of an insurer's or
reinsurer's financial strength and ability to meet ongoing obligations to its policyholders. Each rating reflects the rating
agency's opinion of the capitalization, management and sponsorship of the entity to which it relates, and is neither an
evaluation directed to investors in our common shares nor a recommendation to buy, sell or hold our common shares. All of our
principal operating subsidiaries have financial strength ratings of "A" (Excellent) from A.M. Best.
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S-1
Table of Contents
The Offering

The terms of the notes are summarized below solely for your convenience. Because the following summary is not
complete, you should refer to the indenture among Allied World, as issuer, and The Bank of New York Mellon, as trustee, as
supplemented by a supplemental indenture, for a complete description of the terms of the notes. You should also read the full
text and more specific details contained elsewhere in this prospectus supplement and the accompanying prospectus. For a more
detailed description of the notes, see the discussion under the caption "Description of Notes" beginning on page S-10 of this
prospectus supplement.

Issuer
Allied World Assurance Company Holdings, Ltd

Securities Offered
$300 million aggregate principal amount of 5.50% senior notes due 2020.

Interest Rate
5.50% per year.

Interest Payment Dates
Semi-annually on each May 15 and November 15, commencing May 15, 2011.

Maturity
November 15, 2020.

Ranking
The notes will be our unsecured and unsubordinated obligations and will rank
equally in right of payment with all our existing and future unsecured and
unsubordinated indebtedness. The notes will be effectively junior to all our
future secured debt, to the extent of the value of the collateral securing such
debt, and will rank senior to all our existing and future subordinated debt.

We currently conduct substantially all of our operations through our subsidiaries
and our subsidiaries generate substantially all of our operating income and cash
flow. The notes will not be guaranteed by any of our subsidiaries and will be
effectively subordinated to all existing and future obligations (including to
policyholders, trade creditors, debt holders and taxing authorities) of our
subsidiaries.

As of September 30, 2010, after giving effect to this offering of notes, our
outstanding consolidated indebtedness for money borrowed would be
$799.0 million. As of September 30, 2010, after giving effect to this offering of
notes, the consolidated liabilities of our subsidiaries reflected on our balance
sheet would be $6,649.0 million. All such liabilities (including to policyholders,
trade creditors, debt holders and taxing authorities) of our subsidiaries would be
effectively senior to the notes.

Optional Redemption
We may redeem some or all of the notes at any time at our option on not less
than 30 nor more than 60 days' notice, at a "make-whole" redemption price
described in "Description of Notes--Optional Redemption" in this prospectus
supplement.

Use of Proceeds
We intend to use the net proceeds from this offering for general corporate
purposes, which may include the repurchase of our
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S-2
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outstanding common shares (including our announced repurchase of 3,159,793
common shares and warrants to purchase an additional 1,500,000 common
shares held by certain GS Capital Partners and other investment funds, which
are affiliates of The Goldman Sachs Group, Inc.), dividends to our shareholders
or potential acquisitions. See "Use of Proceeds" in this prospectus supplement.

Additional Amounts
Subject to certain limitations and exceptions, all payments of principal and of
premium, if any, interest and any other amounts on, or in respect of, the notes
shall be made without withholding or deduction at source for, or on account of,
any present or future taxes, fees, duties, assessments or governmental charges of
whatever nature with respect to payments made by Allied World Assurance
Company Holdings, Ltd imposed by or on behalf of Bermuda or any other
jurisdiction in which Allied World Assurance Company Holdings, Ltd or any
guarantor of the notes is organized or in which our principal executive offices
are located. See "Description of Notes--Payment of Additional Amounts."

Tax redemption
We may redeem all of the notes at any time if certain tax events occur as
described in "Description of Notes--Redemption for Changes in Withholding
Taxes."

Form and denomination
Notes will be represented by global certificates deposited with, or on behalf of,
The Depository Trust Company ("DTC") or its nominee. Notes sold will be
issuable in denominations of $2,000 or any integral multiples of $1,000 in
excess thereof.

Covenants
The indenture under which the notes will be issued will not contain any
financial covenants or any provisions restricting us or our subsidiaries from
purchasing or redeeming share capital. In addition, we will not be required to
repurchase, redeem or modify the terms of any of the notes upon a change of
control or other event involving us, which may adversely affect the value of the
notes. In addition, the indenture will not limit the aggregate principal amount of
debt securities we may issue under it, and we may issue additional debt
securities in one or more series.

Risk Factors
Investing in the notes involves certain risks. See "Risk Factors" beginning on
page S-4 of this prospectus supplement.

Trustee and Paying Agent
The Bank of New York Mellon.

Governing Law
The State of New York.
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S-3
Table of Contents

RISK FACTORS

Your investment in the notes will involve a degree of risk, including those risks that are described in this section. The
risks and uncertainties described below are not the only ones relevant to an investment in the notes. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of
these risks actually occurs, our business, financial condition and results of operations could be materially affected. In that case,
the value of the notes could decline substantially. You should carefully consider the following discussion of risks as well as the
risks in the section entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2009, which is
incorporated into this prospectus supplement by reference, before deciding whether an investment in the notes is suitable for
you. These risk factors update and replace the risk factors in the accompanying prospectus under the caption "Risk Factors."

An Active Trading Market for the Notes may not Develop.

The notes constitute a new issue of securities with no established trading market. The notes are not listed, and we do
not plan to apply to list the notes on any national securities exchange or to include them in any automated quotation system. We
have been advised by the underwriters that they presently intend to make a market in the notes after completion of the offering.
However, they are under no obligation to do so and may discontinue any market-making activities at any time without any
notice. We cannot assure the liquidity of the trading market for the notes or that an active public market for the notes will
develop or be sustained or that holders of the notes will be able to sell their notes at favorable prices or at all. If an active
public trading market for the notes does not develop, the market price and liquidity of the notes may be adversely affected. If
the notes are traded, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the
market for similar securities, our operating performance and financial condition, general economic conditions and other factors.

Our Obligations Under the Notes are Unsecured and Subordinated in Right of Payment to any Secured Debt that We
may Incur in the Future.

The notes will be our unsecured and unsubordinated obligations and will:


·
rank equally in right of payment with all our existing and future unsecured and unsubordinated indebtedness;


·
be effectively junior to all our future secured debt, to the extent of the value of the collateral securing such
debt; and


·
not be guaranteed by any of our subsidiaries and, therefore, will be effectively subordinated to all existing and
future obligations (including to policyholders, trade creditors, debt holders and taxing authorities) of our
subsidiaries.

As a result, in the event of the bankruptcy, liquidation or reorganization of Allied World Assurance Company
Holdings, Ltd or upon acceleration of the notes due to an event of default, Allied World Assurance Company Holdings, Ltd's
assets will be available to pay its obligations on the notes only after all secured indebtedness has been paid in full. There may
not be sufficient assets remaining to pay amounts due on any or all of the notes then outstanding.

Because the Notes will not be Guaranteed by any of Our Subsidiaries, the notes will be Effectively Subordinated to the
Obligations of Our Subsidiaries.

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We are a holding company whose assets primarily consist of the shares in our subsidiaries and we conduct
substantially all of our business through our subsidiaries. Because our subsidiaries are not
S-4
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guaranteeing our obligations under the notes, holders of the notes will have a junior position to the claims of creditors of our
subsidiaries (including insurance policyholders, trade creditors, debt holders and taxing authorities) on their assets and earnings.
All obligations (including insurance obligations) of our subsidiaries would be effectively senior to the notes. As a result, in the
event of the bankruptcy, liquidation or reorganization of Allied World Assurance Company Holdings, Ltd or upon acceleration
of the notes due to an event of default, Allied World Assurance Company Holdings, Ltd's subsidiaries' assets will be available
to pay its obligations on the notes only after all of the creditors of those subsidiaries have been paid in full. As of September 30,
2010, after giving effect to this offering of notes, the consolidated liabilities of our subsidiaries reflected on our balance sheet
would be $6,649.0 million. All such liabilities (including to policyholders, trade creditors, debt holders and taxing authorities)
of our subsidiaries would be effectively senior to the notes.

Allied World Assurance Company Holdings, Ltd will Depend upon Dividends from its Subsidiaries to Meet its
Obligations under the Notes.

Allied World Assurance Company Holdings, Ltd's ability to meet its obligations under the notes will be dependent
upon the earnings and cash flows of its subsidiaries and the ability of the subsidiaries to pay dividends or to advance or repay
funds to Allied World Assurance Company Holdings, Ltd. Dividends and other permitted distributions from its insurance
subsidiaries are expected to be the main source of funds to meet its obligations under the notes. Allied World Assurance
Company Holdings, Ltd's insurance subsidiaries are subject to significant regulatory restrictions limiting their ability to declare
and pay any dividends.

The inability of its subsidiaries to pay dividends to Allied World Assurance Company Holdings, Ltd in an amount
sufficient to enable it to meet its cash requirements at the holding company level could have a material adverse effect on its
operations and ability to satisfy its obligations to you under the notes. Dividend payments and other distributions from the
subsidiaries of Allied World Assurance Company Holdings, Ltd may also be subject to withholding tax.

We may Incur Additional Indebtedness that could Limit the Amount of Funds Available to Make Payments on the
Notes.

Neither the notes nor the indenture prohibit or limit the incurrence of secured or senior indebtedness or the incurrence
of other indebtedness and liabilities by us. Any additional indebtedness or liabilities so incurred would reduce the amount of
funds we would have available to pay our obligations under the notes.

The Supplemental Indenture and Indenture under which the Notes will be Issued will Contain only Limited Protection
for Holders of the Notes in the Event we are Involved in a Highly Leveraged Transaction, Reorganization,
Restructuring, Merger, Amalgamation or Similar Transaction in the Future.

The supplemental indenture and the indenture under which the notes will be issued may not sufficiently protect
holders of notes in the event we are involved in a highly leveraged transaction, reorganization, restructuring, merger,
amalgamation or similar transaction. The supplemental indenture and the indenture will not contain any provisions restricting
our ability to:


·
incur additional debt, including debt effectively senior in right of payment to the notes;


·
pay dividends on or purchase or redeem share capital;


·
sell assets (other than certain restrictions on our ability to consolidate, merge, amalgamate or sell all or
substantially all of our assets and our ability to sell the shares of certain subsidiaries);


·
enter into transactions with affiliates;
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·
create liens (other than certain limitations on creating liens on the shares of certain subsidiaries) or enter into
sale and leaseback transactions; or


·
create restrictions on the payment of dividends or other amounts to us from our subsidiaries.

Additionally, the supplemental indenture and the indenture will not require us to offer to purchase the notes in
connection with a change of control or require that we or our subsidiaries adhere to any financial tests or ratios or specified
levels of net worth.

The Notes may be Redeemed Prior to Maturity, which may Adversely Affect your Return on the Notes.

The notes may be redeemed in whole or in part on one or more occasions at any time. Redemption may occur at a time
when prevailing interest rates are relatively low. If this happens, you may not be able to reinvest the redemption proceeds in a
comparable security at an effective interest rate as high as that of the redeemed notes. See "Description of Notes--Optional
Redemption" in this prospectus supplement for a more detailed discussion of redemption of the notes.

U.S. Persons who own Our Notes may have more Difficulty in Protecting their Interests than U.S. Persons who are
Creditors of a U.S. Corporation.

Creditors of a company in Bermuda, such as Allied World Assurance Company Holdings, Ltd, may enforce their rights
against the company by legal process in Bermuda. The creditor would first have to obtain a judgment in its favor against Allied
World Assurance Company Holdings, Ltd by pursuing a legal action against Allied World Assurance Company Holdings, Ltd
in Bermuda. This would entail retaining attorneys in Bermuda and (in the case of a plaintiff who is a U.S. person) pursuing an
action in a jurisdiction that would be foreign to the plaintiff. Pursuing such an action could be more costly than pursuing
corresponding proceedings against a U.S. person.

Appeals from decisions of the Supreme Court of Bermuda (the first instance court for most civil proceedings in
Bermuda) may be made in certain cases to the Court of Appeal for Bermuda. In turn, appeals from the decisions of the Court of
Appeal may be made in certain cases to the English Privy Council. Rights of appeal in Bermuda may be more restrictive than
rights of appeal in the United States.

In the Event that we Become Insolvent, the Rights of a Creditor Against Us would be Severely Impaired.

In the event of our insolvent liquidation (or appointment of a provisional liquidator), a creditor may pursue legal action
only upon obtaining permission to do so from the Supreme Court of Bermuda. The rights of creditors in an insolvent liquidation
will extend only to proving a claim in the liquidation and receiving a dividend pro rata along with other unsecured creditors to
the extent of our available assets (after the payment of costs of the liquidation). However, creditors are not prevented from
taking action against the Company in places outside Bermuda unless there has been an injunction preventing them from doing
so in that particular place. Any judgment thus obtained may be capable of enforcement against the Company's assets located
outside Bermuda.

The impairment of the rights of an unsecured creditor may be more severe in an insolvent liquidation in Bermuda than
would be the case where a U.S. person has a claim against a U.S. corporation which becomes insolvent. This is so mainly
because in the event of an insolvency, Bermuda law may be more generous to secured creditors (and hence less generous to
unsecured creditors) than U.S. law. The rights of secured creditors in an insolvent liquidation in Bermuda remain largely
unimpaired, with the result that secured creditors will be paid in full to the extent of the value of the security they hold. Another
possible consequence of the favorable treatment of secured creditors under Bermuda insolvency law is that a rehabilitation of an
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insolvent company in Bermuda may be more difficult to achieve than the rehabilitation of an insolvent U.S. corporation.

It may be Difficult to Enforce Service of Process and Enforce Judgments Against Us and Our Officers and Directors.

Our company is a Bermuda company and it may be difficult for investors in the notes to enforce judgments against us
or our directors and executive officers.

We are incorporated pursuant to the laws of Bermuda and our business is based in Bermuda. In addition, certain of our
directors and officers reside outside the United States, and all or a substantial portion of our assets and the assets of such persons
are located in jurisdictions outside the United States. As such, it may be difficult or impossible to effect service of process
within the United States upon us or those persons or to recover against us or them on judgments of U.S. courts, including
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judgments predicated upon civil liability provisions of the U.S. federal securities laws.

Further, no claim may be brought in Bermuda against us or our directors and officers in the first instance for violation
of U.S. federal securities laws because these laws have no extraterritorial jurisdiction under Bermuda law and do not have force
of law in Bermuda. A Bermuda court may, however, impose civil liability, including the possibility of monetary damages, on us
or our directors and officers if the facts alleged in a complaint constitute or give rise to a cause of action under Bermuda law.

We have been advised by Conyers Dill & Pearman Limited, our Bermuda legal counsel, that there is doubt as to
whether the courts of Bermuda would enforce judgments of U.S. courts obtained in actions against us or our directors and
officers, as well as the experts named herein, predicated upon the civil liability provisions of the U.S. federal securities laws or
original actions brought in Bermuda against us or such persons predicated solely upon U.S. federal securities laws. Further, we
have been advised by Conyers Dill & Pearman Limited that there is no treaty in effect between the United States and Bermuda
providing for the enforcement of judgments of U.S. courts. Some remedies available under the laws of U.S. jurisdictions,
including some remedies available under the U.S. federal securities laws, may not be allowed in Bermuda courts as contrary to
that jurisdiction's public policy. Because judgments of U.S. courts are not automatically enforceable in Bermuda, it may be
difficult for investors to recover against us based upon such judgments.
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USE OF PROCEEDS

We expect that the net proceeds from this offering, after deducting the underwriting discounts and commissions and
estimated expenses payable by us, will be approximately $295.9 million. We intend to use the net proceeds from this offering
for general corporate purposes (exclusively outside of Switzerland), including the repurchase of our outstanding common shares
(including our announced repurchase of 3,159,793 common shares and warrants to purchase an additional 1,500,000 common
shares held by certain GS Capital Partners and other investment funds, which are affiliates of The Goldman Sachs Group, Inc.),
dividends to our shareholders or potential acquisitions.

RATIOS OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of our earnings to fixed charges for each of the periods indicated:






















Nine Months




Ended




September 30,
Fiscal Year Ended December 31,


2010

2009
2008
2007
2006
2005 (2)

Ratio of Earnings to Fixed Charges (1)


22.0
17.5 5.5 13.4 14.8
(9.3)


(1) For purposes of determining this ratio, "earnings" consist of consolidated net income before federal income taxes plus fixed
charges. "Fixed charges" consist of interest expense on our former bank loan that was repaid from the proceeds of our
initial public offering in July 2006, interest on our outstanding 7.50% senior notes due 2016 and interest on a borrowing
under our senior credit facility.

(2) For the year ended December 31, 2005, earnings were insufficient to cover fixed charges by $175.8 million.
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CAPITALIZATION

The following table sets forth our consolidated capitalization at September 30, 2010, on a historical basis and as
adjusted to give effect to the offering of the notes and the application of the estimated net proceeds therefrom, including our
announced repurchase of 3,159,793 common shares and warrants to purchase an additional 1,500,000 common shares held by
certain GS Capital Partners and other investment funds, which are affiliates of The Goldman Sachs Group, Inc. See "Use of
Proceeds." This table should be read in conjunction with our consolidated financial statements and related notes thereto and
"Management's Discussion and Analysis of Financial Condition and Results of Operations," both of which can be found in our
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