Exhibit 10.5
TERMINATION CONSENT
This Termination Consent (this "Consent") is made as of this ___ day
of ________, 2006, by the shareholders named on Schedule I attached hereto (the
"Shareholders").
Reference is made to that certain Shareholders Agreement, dated as of
November 21, 2001, as amended, by and among Allied World Assurance Company
Holdings, Ltd, a company incorporated under the laws of Bermuda (the "Company"),
and the shareholders named therein (the "Shareholders Agreement").
The undersigned hereby consent that the Shareholders Agreement is
terminated and shall be of no further force or effect, effective immediately
prior to the closing of the Company's underwritten initial public offering of
its securities (the "IPO"). If the IPO shall not occur, then the Shareholders
Agreement shall not terminate and this Consent will be automatically withdrawn
and will cease to have any effect.
IN WITNESS WHEREOF, the Shareholders have executed this Consent as of
the date first written above.
SHAREHOLDERS
By:
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Attorney-in-fact for each
Shareholder listed on the
attached Schedule I, pursuant to
the respective powers of attorney
granted by each Shareholder
By:
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Attorney-in-fact for each
Shareholder listed on the
attached Schedule I, pursuant to
the respective powers of attorney
granted by each Shareholder
