Exhibit 10.3

                      ASSIGNMENT AND ASSUMPTION AGREEMENT

                  THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment"),
dated as of June 30, 2003, is entered into by and between Alleghany Insurance
Holdings LLC, a Delaware limited liability company ("Assignor"), and RSUI Group,
Inc., a Delaware corporation ("Assignee").

                                  WITNESSETH:

                  WHEREAS, Assignor is a party to that certain Acquisition
Agreement, dated as of June 6, 2003 (the "Acquisition Agreement"), by and
between Assignor and Royal Group, Inc. ("Royal"); and

                  WHEREAS, Assignor desires to assign to Assignee all of
Assignor's rights under the Acquisition Agreement and Assignee desires to assume
all of Assignor's obligations of Assignor under the Acquisition Agreement,
subject to the terms of this Assignment.

                  NOW, THEREFORE, in consideration of the foregoing premises and
the following mutual terms and conditions, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:

                  1.  Assignment of Rights. Subject to the terms and conditions
of this Assignment, Assignor hereby agrees to assign, transfer, convey and
deliver any and all of its rights under the Acquisition Agreement and Assignee
hereby agrees to the assignment, transfer, conveyance and delivery of such
rights.

                  2.  Assumption of Liabilities. Subject to the terms and
conditions of this Assignment, assignee hereby agrees to assume, pay, perform
and discharge all debts, obligations and liabilities of every kind, character or
description of Assignor under the Acquisition Agreement.

                  3.  Discharge. Assignor acknowledges that, in accordance with
Section 17.8 of the Acquisition Agreement, as between Assignor and Royal, this
Assignment shall not relieve Assignor of any of its obligations under the
Acquisition Agreement.

                  IN WITNESS WHEREOF, the parties have executed this Assignment
effective as of the day and year first written above.

                                      ALLEGHANY INSURANCE
                                      HOLDINGS LLC

                                      By:  /s/ Weston M. Hicks
                                         ------------------------
                                        Name:  Weston M. Hicks
                                        Title: Chief Executive Officer



                                      RSUI GROUP,INC.

                                      By:  /s/ James P. Slattery
                                         -------------------------
                                        Name:  James P. Slattery
                                        Title: President