Summary of DARWIN PROFESSIONAL UNDERWRITERS INC

Item 5.01. Changes in Control of Registrant
On October 20, 2008, the Merger was completed. As a result of the Merger, the Company became a wholly-owned subsidiary of Allied World. In the Merger, each share of Common Stock that was outstanding immediately prior to the effective time of the Merger (other than shares owned by the Company, its subsidiaries, Allied World, Merger Sub or any of their wholly owned subsidiaries or any stockholders who properly exercise appraisal rights under Delaware law) was converted into the right to receive $32.00 in cash, without interest. The aggregate consideration paid by Allied World in connection with the Merger was approximately $550 million. The source of funds for the Merger was Allied World's cash on hand.
The foregoing description of the terms set forth in the Merger Agreement and any other descriptions thereof that are contained in this Current Report on Form 8-K are qualified in their entirety by reference to the Merger Agreement. A copy of the Merger Agreement is attached as Exhibit 2.1 to the Current Report on Form 8-K that was filed by the Company with the SEC on June 30, 2008.
Item 5.02. Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers In accordance with the Merger Agreement, upon consummation of the Merger on October 20, 2008, Scott A. Carmilani and Wesley D. Dupont, the directors of Merger Sub immediately prior to the Merger, became the directors of the Company, effectively removing all of the prior directors of the Company. Directly after the consummation of the Merger, Scott A. Carmilani, Richard Jodoin, W. Gordon Knight and John McElroy were elected to serve as directors of the Company. These directors will hold office until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. In addition, upon consummation of the Merger on October 20, 2008, Stephen J. Sills resigned as President and Chief Executive Officer of the Company, and W. Gordon Knight was elected to serve as the new President of the Company. Biographical information for Mr. Knight is contained in Allied World's annual proxy statement, as filed with the SEC on March 21, 2008, and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
In connection with the completion of the Merger and in accordance with the terms of the Merger Agreement, the Company's certificate of incorporation and bylaws were amended, effective October 20, 2008, so that they read the same (except with respect to the name of the Company) as the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the effective time of the Merger. Copies of the amended certificate of incorporation and bylaws are attached hereto as Exhibits 3.1 and 3.2 and are incorporated herein by reference.
Item 8.01. Other Events
On October 20, 2008, Allied World issued a press release announcing the completion of the Merger. A copy of the press release is filed herewith as Exhibit 99.1.