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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 "Agreem
