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Exhibit 10.4
AMENDMENT NO. 3
TO
SHAREHOLDERS AGREEMENT
AMENDMENT NO. 3, dated as of June 20, 2005 (the "Amendment No. 3"),
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.
WITNESSETH
WHEREAS, in order to carry out the full intent of Amendment No. 2
to
the Shareholders Agreement, Section 2.3(b) of the Shareholders
Agreement must be
deleted;
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. 3; and
WHEREAS, all capitalized terms used but not defined in this
Amendment
No. 3 shall have the meanings set forth in Annex A to the
Shareholders
Agreement;
NOW, THEREFORE, the Shareholders and the Company agree as
follows:
1.
Section 2.3(b)
is hereby deleted in its entirety and the following
sentence shall be inserted in lieu thereof:
"Intentionally omitted."
2.
The Shareholders
Agreement, except as amended by this Amendment No. 3,
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. 3 shall be governed by, and construed in accordance
with, the laws of the State of New York.
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4.
This Amendment
No. 3 may be executed in any number of counterparts,
each of which s
