Item 8.01 Other Events.

As previously disclosed, on June 27, 2008, Darwin Professional Underwriters, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Allied World Assurance Company Holdings, Ltd ("Allied World"), a Bermuda company, and Allied World Merger Company, a Delaware corporation and an indirect wholly owned subsidiary of Allied World. On October 15, 2008, the Company issued a press release announcing that its stockholders adopted the Merger Agreement.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description
99.1 Press Release, dated as of October 15, 2008.

---

Top of the Form