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EXHIBIT 10.1
AMENDMENT NO. 5
TO
UNDERWRITING AGENCY AGREEMENT
DATED DECEMBER 1, 2001, AS AMENDED
This AMENDMENT NO. 5 TO UNDERWRITING AGENCY AGREEMENT (this
"Amendment") is
made and entered into as of December 1, 2006, by and between Allied
World
Assurance Company, Ltd (the "Company") and IPCRe Underwriting
Services Limited
(the "Underwriting Agent").
WITNESSETH:
WHEREAS, the Company and the Underwriting Agent (each of the
Company and
the Underwriting Agent a "Party" and together the "Parties") have
entered into
an Underwriting Agency Agreement, dated as of December 1, 2001, as
amended from
time to time (the "Agreement"); and
WHEREAS, the Company and the Underwriting Agent desire to further
amend the
Agreement in accordance with the terms and conditions contained
herein;
NOW, THEREFORE, for good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged, the Company and the
Underwriting
Agent agree as follows:
1. It is hereby agreed that Section 13.1 of the Agreement be
deleted in its
entirety and the following be inserted in lieu thereof:
"13.1 This Agreement shall terminate as of November 30, 2006
(the
"Termination Date"), and the Company shall pay to the
Underwriting Agent an early termination fee of $400,000, which
shall be payable in three installments as follows:
$250,000 payable on December 1, 2006;
$75,000 payable on December 1, 2007; and
$75,000 payable on December 1, 2008.
Such fee so payable under this Section 13.1 is in addition to
any
Agency Commission due to the Underwriting Agent in accordance
with
Section 10 of the Agreement."
2. It is hereby agreed that new Sections 13.4 and
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