As filed with the Securities and Exchange Commission on November 8, 2000
Registration Nos. 33-99974
and 333-86145
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARCH CAPITAL GROUP LTD.
(Exact name of registrant as specified in its charter)
Bermuda Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 Horseneck Lane
Greenwich, Connecticut 06830
(203) 862-4300
(Address of Principal Executive Offices)
ARCH CAPITAL GROUP LTD. 1999 LONG TERM INCENTIVE AND SHARE AWARD PLAN,
ARCH CAPITAL GROUP LTD. 1995 LONG TERM INCENTIVE AND SHARE AWARD PLAN
AND
ARCH CAPITAL GROUP LTD. 1995 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
National Registered Agents, Inc.
440 9th Avenue, 5th Floor
New York, New York 10001
(Name and address of agent for service)
(800) 767-1553
(Telephone number, including area code, of agent for service)
Copy to:
Immanuel Kohn, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
================================================================================
<PAGE>
EXPLANATORY STATEMENT
This constitutes a post-effective amendment to the registration statements
(the "Registration Statements") on form S-8 (File Nos. 33-99974 and 333-86145)
filed by Arch Capital Group (U.S.) Inc. (formerly known as Risk Capital
Holdings, Inc. and also formerly known as Arch Capital Group Ltd.) (IRS Employer
Identification Number 06-1424716) ("Arch Delaware") prior to the merger
described below.
On November 7, 2000, a newly formed Delaware corporation merged with and
into Arch Delaware, with Arch Delaware surviving the merger. Upon the merger,
each outstanding share of Arch Delaware common stock (other than treasury
shares) was converted into one common share of Arch Capital Group Ltd., a newly
formed Bermuda company ("Arch Bermuda"), and each option to purchase shares of
Arch Delaware common stock was converted into an option to purchase the same
number of Arch Bermuda common shares. As a result of the merger, Arch Delaware
became a wholly owned subsidiary of Arch Bermuda, and the stockholders and
optionholders of Arch Delaware became stockholders and optionholders of Arch
Bermuda.
Except as modified by this post-effective amendment, including
modifications resulting from the incorporation of documents by reference, Arch
Bermuda, by virtue of this amendment, expressly adopts the Registration
Statements as its own registration statements for all purposes of the Securities
Act of 1933.
<PAGE>
REOFFER PROSPECTUS
ARCH CAPITAL GROUP LTD.
Common shares, par value US $0.01 per share
900,000 shares issued or issuable under the
Arch Capital Group Ltd. 1999 Long Term Incentive and Share Award Plan
1,700,000 shares issued or issuable under the
Arch Capital Group Ltd. 1995 Long Term Incentive and Share Award Plan
120,000 shares issued or issuable under the
Arch Capital Group Ltd. 1995 Employee Stock Purchase Plan
This prospectus relates to the offer and sale of our common shares, par
value US $0.01 per share, which may be offered hereby from time to time by any
or all of the selling shareholders named herein for their own benefit.
All or a portion of the common shares offered hereby may be offered for
sale, from time to time, through the Nasdaq National Market or otherwise, at
prices and terms then obtainable. All brokers' commissions, concessions or
discounts will be paid by the selling shareholders. We will not receive any of
the proceeds from sales by selling shareholders.
The selling shareholders and brokers through whom sales of the common
shares are made may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act of 1933. In addition, any profits realized by the
selling shareholders or such brokers on the sale of the common shares may be
deemed to be underwriting commissions under the Securities Act.
Our common shares are traded on the Nasdaq National Market under the symbol
"ACGL". The last reported sale price of the common shares on the Nasdaq National
Market on November 6, 2000 was $15.38 per share.
-------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
---------------------------------
The date of this Prospectus is November 7, 2000
<PAGE>
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION.........................................................i
THE COMPANY...................................................................1
USE OF PROCEEDS...............................................................1
SELLING SHAREHOLDERS..........................................................1
PLAN OF DISTRIBUTION..........................................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................3
LEGAL MATTERS.................................................................3
EXPERTS.......................................................................4
SEC POSITION ON INDEMNIFICATION...............................................4
AVAILABLE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. We have also filed with
the SEC registration statements on Form S-8 to register the common shares
offered by this prospectus. This prospectus, which forms a part of the
registration statements, does not contain all of the information included in the
registration statements. For further information about us and the securities
offered in this prospectus, you should refer to the registration statements and
their exhibits.
You may read and copy any document we file with the SEC at the SEC's Public
Reference Room at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and may obtain copies of these documents at the SEC's offices in New York,
New York and Chicago, Illinois, at prescribed rates. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Room. We file our
SEC materials electronically with the SEC, so you can also review our filings by
accessing the website maintained by the SEC at http://www.sec.gov. This site
contains reports, proxy information statements and other information regarding
issuers that file electronically with the SEC.
No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell or to buy only the shares offered by this prospectus, but only
under circumstances and in jurisdictions where it is lawful to do so. The
information contained in this prospectus is current only to the date of this
prospectus.
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<PAGE>
THE COMPANY
Arch Capital Group Ltd. was formed in Bermuda on September 22, 2000. Our
executive offices are located at 20 Horseneck Lane, Greenwich, Connecticut
06830, (203) 862-4300.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common shares offered
by this prospectus. All proceeds will be received by the selling shareholders.
SELLING SHAREHOLDERS
Under our (1) 1999 Long Term Incentive and Share Award Plan (the "1999
Incentive Plan"), there are available a total of 900,000 common shares for
issuance to our and our subsidiaries' officers and directors, (2) 1995 Long Term
Incentive and Share Award Plan (the "1995 Incentive Plan"), there are available
a total of 1,700,000 common shares for issuance to our and our subsidiaries'
officers and directors, and (3) 1995 Employee Stock Purchase Plan (together with
the 1999 and 1995 Incentive Plans, the "Plans"), there are available a total of
120,000 common shares for issuance to our and our subsidiaries' employees. The
common shares to which this prospectus relates are being registered for reoffers
and resales by selling shareholders who may acquire, or have acquired, such
shares pursuant to the Plans. The selling shareholders named below may resell
all, a portion, or none of the shares that they have acquired or may acquire
pursuant to the Plans. As a result, no estimate can be given as to the amount of
securities that will be held by the selling shareholders after completion of
sale of the common shares offered hereby.
Participants under the Plans who are deemed to be our affiliates who
acquire common shares under the Plans may be added to the selling shareholders
listed below from time to time, either by means of a post-effective amendment to
the registration statements of which this prospectus forms a part or by use of a
prospectus supplement filed under Rule 424 under the Securities Act.
Non-affiliates who have not been named as selling shareholders in the prospectus
and who hold less than the lesser of 1,000 shares or one percent (1%) of the
common shares issuable under the respective Plan may use this prospectus for
reoffers and resales of common shares up to that amount without being named in
this prospectus as a selling shareholder.
The following table sets forth certain information concerning the selling
shareholders as of September 1, 2000. Except as disclosed below, none of such
selling shareholders has, or within the past three years has had, any position,
office or other material relationship with us:
<TABLE>
<CAPTION>
Maximum Number of Shares
Shares Owned Owned and/or Subject to
Position with Prior to Outstanding Options
Name Company Offering Which May Be Offered
Hereby (1)
------------------------------- ----------------------------- --------------- -------------------------
<S> <C> <C> <C>
Robert Clements (2) Chairman and Director 450,250 133,347
Peter A. Appel (3) President, Chief Executive 348,971 348,971
Officer and Director
Michael P. Esposito, Jr. (4) Director 11,279 7,279
Lewis L. Glucksman (4) Director 5,304 5,304
Ian R. Heap (4) Director 8,775 5,275
Thomas V. A. Kelsey (4) Director 10,029 7,029
<PAGE>
Maximum Number of Shares
Shares Owned Owned and/or Subject to
Position with Prior to Outstanding Options
Name Company Offering Which May Be Offered
Hereby (1)
------------------------------- ----------------------------- --------------- -------------------------
Mark D. Mosca (5) Director 455,471 420,571
Robert F. Works (4) Director 5,779 5,779
Philip L. Wroughton (4) Director 4,300 3,300
Debra M. O'Connor (6) Senior Vice President, 57,262 57,262
Controller and Treasurer
Louis T. Petrillo (7) Senior Vice President, 41,216 41,216
General Counsel and Secretary
</TABLE>
-------------------
(1) Represents the number of common shares issued or issuable under the Plans
to each selling shareholder. Does not constitute a commitment to sell any
or all of the stated number of common shares. The number of shares offered
shall be determined from time to time by each selling shareholder at his or
her discretion.
(2) Amounts include (1) 48,522 common shares owned directly by Mr. Clements
(24,218 of which shares are subject to vesting), (2) Class A Warrants to
purchase 200,000 common shares, (3) 33,385 common shares issuable upon
exercise of immediately exercisable options, (4) 73,740 common shares
issuable on exercise of stock options that may become exercisable within 60
days of the date hereof and (5) 55,000 common shares and Class A Warrants
to purchase 39,603 common shares beneficially owned by Taracay Investors, a
general partnership, the general partners of which consist of Mr. Clements
and members of his family. Mr. Clements is the managing partner of Taracay.
Does not include 150,000 common shares issuable upon the exercise of Class
B Warrants, which Class B Warrants may become exercisable within 60 days of
the date hereof.
(3) Amounts include (1) 83,171 common shares owned directly by Mr. Appel
(50,000 of such shares are subject to vesting) and (2) 265,800 shares
issuable upon exercise of immediately exercisable options.
(4) Amounts include 3,300 common shares (in the case of Messrs. Kelsey and
Works, 3,050 and 1,800 shares, respectively) issuable upon exercise of
immediately exercisable options.
(5) Amounts include (1) 143,071 common shares owned directly by Mr. Mosca and
(2) 312,400 common shares issuable upon exercise of immediately exercisable
options.
(6) Amounts include (1) 13,262 common shares owned directly by Ms. O'Connor,
(2) 34,000 common shares issuable upon exercise of immediately exercisable
options and (3) 10,000 common shares issuable on exercise of stock options
that may become exercisable within 60 days.
(7) Amounts include (1) 3,416 common shares owned directly by Mr. Petrillo, (2)
27,800 common shares issuable upon exercise of immediately exercisable
options and (3) 10,000 common shares issuable upon exercise of stock
options that may become exercisable within 60 days hereof.
PLAN OF DISTRIBUTION
The selling shareholders may sell common shares through dealers, through
agents or directly to one or more purchasers. The distribution of the common
shares may be effected from time to time in one or more transactions (which may
involve crosses or block transactions):
o on any national stock exchanges on which the common shares may be
traded from time to time in transactions which may include special
offerings, exchange distributions and/or secondary distributions
pursuant to and in accordance with the rules of such exchanges,
o in the over-the-counter market, or
o in transactions other than on such exchanges or in the
over-the-counter market, or a combination of such transactions.
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<PAGE>
Any such transaction may be effected at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices. The selling shareholders may effect such transactions by
selling common shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the selling shareholders and/or commissions from purchasers of common shares for
whom they may act as agent. The selling shareholders and any broker-dealers or
agents that participate in the distribution of common shares by them might be
deemed to be underwriters, and any discounts, commissions or concessions
received by any such broker-dealers or agents might be deemed to be underwriting
discounts and commissions, under the Securities Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means we can disclose important information to you by referring
you to those documents. The information included in the following documents is
incorporated by reference and is considered to be a part of this prospectus. The
most recent information that we file with the SEC automatically updates and
supersedes more dated information. We have previously filed the following
documents with the SEC and are incorporating them by reference into this
prospectus:
o Our annual report on Form 10-K for the year ended December 31, 1999,
as amended by a Form 10-K/A.
o Our quarterly reports on Form 10-Q for the quarters ended March 31,
2000 and June 30, 2000.
o Our proxy statement on Schedule 14A for our annual meeting of
stockholders held on November 6, 2000 (other than the sections
entitled "Execution Compensation -- Report of the Compensation
Committee of the Board of Directors" and "Performance Graph").
o The description of the common shares contained in our registration
statement on Form 8-A filed on November 7, 2000 pursuant to Section 12
of the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating such description.
We are also incorporating into this prospectus all documents subsequently
filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment that indicates all common
shares offered have been sold, or that deregisters all common shares then
remaining unsold.
We will provide without charge to each person, including any person having
a control relationship with that person, to whom a prospectus is delivered, a
copy of any or all of the information that has been incorporated by reference in
this prospectus but not delivered with this prospectus. If you would like to
obtain this information from us, please direct your request, either in writing
or by telephone, to:
Arch Capital Group Ltd.
20 Horseneck Lane
Greenwich, CT 06830
Attention: Secretary
Telephone Number: (203) 862-4300
LEGAL MATTERS
The validity of the common shares offered hereby will be passed upon for us
by Conyers Dill & Pearman, Hamilton, Bermuda.
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<PAGE>
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated herein by reference from our annual report on Form 10-K
for the year ended December 31, 1999 have been audited by PricewaterhouseCoopers
LLP, independent accountants, as stated in their reports, which are incorporated
herein by reference, and have been so incorporated in reliance upon the reports
of such firm given upon their authority as experts in accounting and auditing.
SEC POSITION ON INDEMNIFICATION
Under Bermuda law, a company is permitted to indemnify any officer or
director, out of the funds of the company, against (a) any liability incurred by
him or her in defending any proceedings, whether civil or criminal, in which
judgment is given in his or her favor, or in which he or she is acquitted, or in
connection with any application under relevant Bermuda legislation in which
relief from liability is granted to him or her by the court and (b) any loss or
liability resulting from negligence, default, breach of duty or breach of trust,
save for his or her fraud and dishonesty. Our bye-laws provide for our indemnity
of our officers, directors and employees to the fullest extent permitted by law.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling us pursuant to the
foregoing provisions, we have been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. We believe that the limitation of liability
provisions in our by-laws will facilitate our ability to continue to attract and
retain qualified individuals to serve as our officers and directors.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the Note to Part I of Form S-8, the information required by
Part I is not required to be filed with the SEC.
Arch Capital Group Ltd. will provide without charge to each person to whom
a copy of a Section 10(a) prospectus hereunder is delivered, upon the oral or
written request of such person, a copy of any document incorporated in this
registration statement by reference, except exhibits to such documents. Requests
for such information should be directed to Risk Capital, 20 Horseneck Lane,
Greenwich, CT 06830, Attention: Secretary; telephone number: (203) 862-4300.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
See section of prospectus entitled "Incorporation of Certain Documents by
Reference."
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities offered is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Bermuda law, a company is permitted to indemnify any officer or
director, out of the funds of the company, against (a) any liability incurred by
him or her in defending any proceedings, whether civil or criminal, in which
judgment is given in his or her favor, or in which he or she is acquitted, or in
connection with any application under relevant Bermuda legislation in which
relief from liability is granted to him or her by the court and (b) any loss or
liability resulting from negligence, default, breach of duty or breach of trust,
save for his or her fraud and dishonesty.
Our bye-laws provide for our indemnity of our officers, directors and
employees to the fullest extent permitted by law.
Our bye-laws also provide that expenses (including attorneys' fees)
incurred by one of our officers or directors in defending any civil, criminal,
administrative or investigative action, suit or proceeding will be paid by us in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he or she is not entitled to be
indemnified by us pursuant to Bermuda law.
Our bye-laws also provide that our officers and directors will not be
personally liable to us or our shareholders for monetary damages for any breach
of fiduciary duty as a director or officer, except to the extent that such
limitation is prohibited by Bermuda Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
150,000 common shares previously issued under our 1995 Long Term Incentive
and Share Award Plan to participants listed as selling shareholders in the
prospectus contained in this registration statement were awarded either in
transactions not involving a sale or in reliance upon the exemption from the
registration provisions of the Securities Act set forth in Section 4(2) thereof.
ITEM 8. EXHIBITS
See Exhibit Index immediately preceding the Exhibits.
II-1
<PAGE>
ITEM 9. UNDERTAKINGS
We hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by us pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of our annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and persons
controlling us pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by us
of expenses incurred or paid by a director, officer or person
controlling us in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the secur-
II-2
<PAGE>
ities being registered, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greenwich, State of Connecticut on November 7, 2000.
ARCH CAPITAL GROUP LTD.
By: /s/ Peter A. Appel
-----------------------------------------
Peter A. Appel
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been duly signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Peter A. Appel President and Chief Executive November 7, 2000
------------------------------------------ Officer (Principal Executive
Peter A. Appel Officer) and Director
* Chairman and Director November 7, 2000
------------------------------------------
Robert Clements
* Senior Vice President, Controller November 7, 2000
------------------------------------------ and Treasurer (Principal Financial
Debra O'Connor and Accounting Officer)
* Director November 7, 2000
------------------------------------------
Michael P. Esposito, Jr.
* Director November 7, 2000
Lewis L. Glucksman
------------------------------------------
* Director November 7, 2000
------------------------------------------
Ian R. Heap
II-4
<PAGE>
Director November 7, 2000
------------------------------------------
Thomas V.A. Kelsey
* Director November 7, 2000
------------------------------------------
Mark D. Mosca
* Director November 7, 2000
------------------------------------------
Robert F. Works
Director November 7, 2000
------------------------------------------
Philip L. Wroughton
</TABLE>
* By: /s/ Peter A. Appel
------------------
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
3.1 Memorandum of Association of Arch Capital Group Ltd. (a)
3.2 Bye-laws of Arch Capital Group Ltd. (a)
4.1 Class A Common Stock Purchase Warrants issued to Marsh & McLennan Risk
Capital Holdings, Ltd. on September 19, 1995 (b) and September 28, 1995 (c)
4.2 Class A Common Stock Purchase Warrants issued to The Trident Partnership,
L.P. on September 19, 1995 (b) and September 28, 1995 (c)
4.3 Class A Common Stock Purchase Warrants issued to Taracay Investors on
September 19, 1995(b) and September 28, 1995 (c)
4.4 Class B Common Stock Purchase Warrants issued to Marsh & McLennan Risk
Capital Holdings, Ltd. on September 19, 1995(b) and September 28, 1995(c)
5.1 Opinion of Conyers Dill & Pearman regarding the legality of the securities
10.1 Arch Capital Group Ltd. 1999 Long Term Incentive and Share Award Plan (d)
10.2.1 Arch Capital Group Ltd. 1995 Long Term Incentive and Share Award Plan
(the "1995 Stock Plan") (b)
10.2.2 First Amendment to the 1995 Stock Plan (c)
10.3 Arch Capital Group Ltd. 1995 Employee Stock Purchase Plan (e)
23.1 Consent of Conyers Dill & Pearman (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney
(a) Incorporated by reference to Arch Capital Group Ltd.'s registration
statement on Form S-4 (File No. 333-45418), as filed with the SEC on
September 26, 2000.
(b) Incorporated by reference to the annual report on Form 10-K of Arch Capital
Group (U.S.) Inc. (formerly known as Risk Capital Holdings, Inc.) for the
year ended December 31, 1995, as filed with the SEC on March 30, 1996.
(c) Incorporated by reference to the annual report on Form 10-K of Arch Capital
Group (U.S.) Inc. (formerly known as Risk Capital Holdings, Inc.) for the
year ended December 31, 1996, as filed with the SEC on March 31, 1997.
(d) Incorporated by reference to the proxy statement of Arch Capital Group
(U.S.) Inc. (formerly known as Risk Capital Holdings, Inc.) relating to its
annual meeting of stockholders held on May 11, 1999, as filed with the SEC
on April 4, 1999.
(e) Incorporated by reference to the registration statement on Form S-8 of Arch
Capital Group (U.S.) Inc. (formerly known as of Risk Capital Holdings,
Inc.) (No. 33-99974), as filed with the SEC on December 4, 1995.
