Exhibit 10.3
AMENDMENT NO. 2
TO
SHAREHOLDERS AGREEMENT
AMENDMENT NO. 2, dated as of January 31, 2005 (the
"Amendment No. 2"), to the SHAREHOLDERS AGREEMENT, dated as of November 21,
2001, as amended from time to time, among the Shareholders named therein and
that may become parties hereto from time to time hereafter (the "Shareholders
Agreement"), and to which Allied World Assurance Holdings, Ltd, a limited
liability company organized under the laws of Bermuda (together with any
successor thereto, the "Company"), has been made a party.
W I T N E S S E T H
WHEREAS, the Company and each of the Founders, Securitas and
the Non-Founder Shareholders holding at least the requisite number of
outstanding Common Stock desire to amend the Shareholders Agreement, pursuant to
Section 7.7 thereof, as set forth in this Amendment No. 2; and
WHEREAS, all capitalized terms used but not defined in this
Amendment No. 2 shall have the meanings set forth in Annex A to the Shareholders
Agreement;
NOW, THEREFORE, the Shareholders and the Company agree as
follows:
1. The first sentence set forth in Section 2.1(b)(iii) is hereby
deleted in its entirety and the following sentence shall be inserted
in lieu thereof:
"One Director nominated by Swiss Re, who shall be a C Director
(such Director, from time to time, the "Swiss Re Director" and,
together with the Industry Founder Directors, the "Designated
Directors")."
2. The Shareholders Agreement, except as amended by this Amendment No.
2, shall remain in full force and effect in accordance with its
terms. All references to the "Agreement" contained in the
Shareholders Agreement shall be references to the Shareholders
Agreement, as amended.
3. This Amendment No. 2 shall be governed by, and construed in
accordance with, the laws of the State of New York.
4. This Amendment No. 2 may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment No. 2 to the Shareholders Agreement as of the day and year first above
written.
ALLIED WORLD ASSURANCE
HOLDINGS, LTD
By:
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Name:
Title:
AMERICAN INTERNATIONAL GROUP, INC.
By:
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Name:
Title:
By:
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Name:
Title:
THE CHUBB CORPORATION
By:
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Name:
Title:
CHUBB ATLANTIC INDEMNITY, LTD.
By: ________________________________________
Name:
Title:
GS CAPITAL PARTNERS 2000, L.P.
By: GS Advisors 2000, L.L.C.
Its General Partner
By:
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Name:
Title:
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
By: GS Advisors 2000, L.L.C.
Its General Partner
By:
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Name:
Title:
GS CAPITAL PARTNERS 2000 GmbH& CO. BETEILIGUNGS KG
By: Xxxxxxx Xxxxx Management GP GmbH
Its General Partner
By:
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Name:
Title:
GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P.
By: GS Employee Funds 2000 GP, L.L.C.
Its General Partner
By:
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Name:
Title:
XXXXX XXXXXX XXXX 0000, X.X.
By: Xxxxx Xxxxxx 0000, X.X.X.
Its General Partner
By:
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Name:
Title:
XXXXXX XXXXXX XXXXXXX XXXXXXXXXXXXX XXXX 0000, L.P.
By: Bridge Street Special Opportunities
2000, L.L.C.
Its General Partner
By:
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Name:
Title:
SECURITAS ALLIED HOLDINGS, LTD
By:
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Name:
Title:
By:
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Name:
Title:
Xxxxxxx, Xxxxx & Co., on behalf of each of
the Non-Founder Shareholders listed on the
attached Annex A, pursuant to the respective
power of attorney granted by each such
Non-Founder Shareholder
By:
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Name:
Title:
