<PAGE>
EXHIBIT 10.10
TERMINATION AGREEMENT
RELATING TO AN AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT is made as of the thirty-first day of December,
2005
among (1) ALLIED WORLD ASSURANCE COMPANY, LTD, a company organized
under the
laws of Bermuda (the "Operating Company"), (2) ALLIED WORLD
ASSURANCE HOLDINGS,
LTD, a company organized under the laws of Bermuda (the "Holding
Company"),
which owns all the outstanding shares of capital stock of the
Operating Company,
(3) ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD, a company
organized under the
laws of Bermuda ("AWAH IRE"), (4) ALLIED WORLD ASSURANCE COMPANY
(U.S.) INC., a
corporation organized under the laws of the State of Delaware
("AWAC U.S."), (5)
NEWMARKET UNDERWRITERS INSURANCE COMPANY, a corporation organized
under the laws
of the State of New Hampshire ("NUIC"), (6) ALLIED WORLD ASSURANCE
COMPANY
(EUROPE) LIMITED, a corporation organized under the laws of Ireland
("AWAC
Europe"), (7) ALLIED WORLD ASSURANCE COMPANY (REINSURANCE) LIMITED,
a
corporation organized under the laws of Ireland ("AWAC Re"), and
(8) AMERICAN
INTERNATIONAL COMPANY LIMITED, a company organized under the laws
of Bermuda
("AICL").
W I T N E S S E T H
WHEREAS, the Operating Company, the Holding Company and AICL
previously entered into an Administrative Services Agreement, dated
November 21,
2001, which was subsequently amended on April 2, 2002, May 3, 2002
and March 1,
2004, and all of the parties hereto further amended and restated
such
Administrative Services Agreement on April 1, 2004 (the "Services
Agreement");
and
WHEREAS, the Operating Company, the Holding Company, AWAH IRE,
AWAC
U.S., NUIC, AWAC Europe and AWAC Re (collectively, the "Companies"
and each
individually a "Company") and AICL desire to terminate the Services
Agreement
subject to the terms and conditions hereinafter provided.
NOW, THEREFORE, it is agreed as follows:
1. Termination
Notwithstanding the provisions thereof, the Services Agreement
shall
terminate as of December 31, 2005 in accordance with the provisions
hereof.
2. Termination Fee
The Companies shall pay to AICL a termination fee of
$3,000,000.00
to be paid to AICL on or before April 25, 2006 by wire transfer in
accordance
with the following wire instructions:
<PAGE>
Bank of New York, NY
ABA# 021000018
A.I. Cos. Overseas Pool
A/C#8900504366
3. Representations and Warranties
3.1
Representations and Warranties of AICL.
AICL represents and warrants as of the date hereof as follows:
(i)
AICL is a company duly incorporated, validly existing and in good
standing under
the laws of Bermuda; (ii) the execution, delivery and performance
by AICL of
this Agreement are within AICL's corporate powers, have been duly
authorized by
all necessary corporate action; and (iii) this Agreement is the
legal, valid and
binding obligation of AICL enforceable against AICL in accordance
with its
terms.
3.2
Representations and Warranties of the Companies.
Each of the Companies represents and warrants as of the date
hereof
as follows: (i) it is a company duly formed, validly existing and
in good
standing under the laws of the jurisdiction of its formation; (ii)
the
execution, delivery and performance by it of this Agreement are
within its
corporate powers, have been duly authorized by all necessary
corporate action;
and (iii) this Agreement is the legal, valid and binding obligation
enforceable
against it in accordance with its terms.
4. Books and Records
4.1 All
Books and Records which were kept by AICL in connection with
the
Operating Company's business managed by AICL shall be and remain
the sole
property of the Companies, including all databases maintained by
AICL relating
to the Companies' accounting, insurance or other records and
whether or not such
data is maintained on information systems owned by AICL or the
Companies or
neither. The term "Books and Records" shall mean all materials,
books and
records and data in whatever form or medium (i) furnished by the
Companies to
AICL in connection with the performance by AICL of its obligations
under the
Services Agreement; (ii) generated by AICL in connection with the
performance by
AICL of its obligations under the Services Agreement; or (iii) that
in any way
pertain to the performance of the obligations of AICL under the
Services
Agreement, including books of account, insurance and reinsurance
policies and
contracts entered into by the any of the Companies and all
correspondence
related thereto, underwriting files, claim and reserving files,
data on premium
and claim payments and any and all materials, books and records and
data
relating to Companies' business.
4.2 The
Companies shall maintain such Books and Records for a period of
ten (10) years or for the period as may be required under their
respective
records retention policies if longer or for such longer period of
time as may be
required by law or any applicable court order and AICL shall have
reasonable
access to and the right to inspect and copy at its own expense,
such Books and
Records during such period for
