Amendment No. 5 To The Underwriting Agency Agreement

Exhibit 10.1AMENDMENT NO. 5TOUNDERWRITING AGENCY AGREEMENT DATED DECEMBER 1, 2001, AS AMENDED This AMENDMENT NO. 5 TO UNDERWRITING AGENCY AGREEMENT (this " Amendment" ) is made and entered into as of December 1, 2006, by and between Allied World Assurance Company, Ltd (the " Company" ) and IPCRe Underwriting Services Limited (the " Underwriting Agent" ). W I T N E S S E T H : WHEREAS, the Company and the Underwriting Agent (each of the Company and the Underwriting Agent a " Party" and together the " Parties" ) have entered into an Underwriting Agency Agreement, dated as of December 1, 2001, as amended from time to time (the " Agreement" ); and WHEREAS, the Company and the Underwriting Agent desire to further amend the Agreement in accordance with the terms and conditions contained herein; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Underwriting Agent agree as follows: 1. It is hereby agreed that Section 13.1 of the Agreement be deleted in its entirety and the following be inserted in lieu thereof: " 13.1 This Agreement shall terminate as of November 30, 2006 (the " Termination Date" ), and the Company shall pay to the Underwriting Agent an early termination fee of $400,000, which shall be payable in three installments as follows: $250,000 payable on Decemb ...