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Exhibit 10.2
AMENDMENT NO. 1
TO
SHAREHOLDERS AGREEMENT
AMENDMENT NO. 1, dated as of February 20, 2002 (the "Amendment
No.
1"), to the SHAREHOLDERS AGREEMENT, dated as of November 21, 2001
(the
"Shareholders Agreement"), of Allied World Assurance Holdings, Ltd,
a limited
liability company organized under the laws of Bermuda (together
with any
successor thereto, the "Company").
W I T N E S S E T H
WHEREAS, the Company, each of the Founders, Securitas and
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. 1; and
WHEREAS, all capitalized terms used but not defined in this
Amendment No. 1 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
definition of "Registrable Securities" set forth in Annex A to
the
Shareholders Agreement is hereby deleted in its entirety and the
following
definition
shall be inserted in lieu thereof:
"Registrable Securities" shall mean (i) any shares of Common
Stock
issued
pursuant to the Subscription Agreements, (ii) any shares of
Common
Stock
issued pursuant to, or issuable upon exercise of, the Warrants,
(iii) any
shares of Common Stock issued pursuant to an exercise of
preemptive
rights under Section 4.11, (iv) any shares of Common Stock
issued to
an officer, director or employee of the Company or any of its
subsidiaries, whether such issuance is pursuant to a subscription,
the
exercise
of a warrant or otherwise; provided, that the Board shall have
determined
that such shares of Common Stock shall be Registrable
Securities
hereunder, and (v) any shares of Common Stock issued in
exchange
for, in replacement of or otherwise in respect of any such
shares
in clauses
(i), (ii), (iii) and (iv) above. As to any particular
Reg
