Amendment to Amended and Restated Subscription Agreement
Amendment dated as of October 31, 2000 ("Amendment") by and between ARCH
CAPITAL GROUP LTD., a Delaware corporation (the "Company"), and THE TRIDENT
PARTNERSHIP, L.P. ("Trident").
Reference is made to the Amended and Restated Subscription Agreement dated
as of June 28, 1995 (the "Agreement") by and between the parties hereto.
The Company has entered into an agreement and plan of merger pursuant to
which it will merge (the "Merger") with and into a subsidiary of Arch Capital
Group Ltd., a Bermuda company (the "Parent"). As a result of the Merger, the
stockholders of the Company will become stockholders of the Parent, and the
Company will become a wholly owned subsidiary of the Parent.
Effective upon and subject to consummation of the Merger:
1. The Company assigns and delegates, and Parent accepts and assumes, all
of the Company's rights and obligations under the Agreement; all references to
the "Company" in the Agreement shall be to the Parent; and the Company is
released from all of its obligations under the Agreement.
2. The Agreement shall be amended to add the following at the end of
section 5(b) of the Agreement:
Notwithstanding the foregoing, the Purchaser shall not be entitled to
any such management rights, including the right to designate a
director of the Board of Directors of the Company, if and to the
extent the Company or any of its subsidiaries would be deemed a
"controlled foreign corporation" under the U.S. federal income tax
rules and regulations.
This Amendment shall be governed by and constructed in accordance with the
laws of the State of New York without reference to the principles of conflict of
laws. This Amendment may be signed in counterparts.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the date written above.
ARCH CAPITAL GROUP LTD.
By:/s/ Louis Petrillo
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Name: Louis Petrillo
Title: Senior Vice President and
General Counsel
THE TRIDENT PARTNERSHIP, L.P.
By:/s/ Martine Purssell
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Name: Martine Purssell
Title: Assistant Secretary,
Trident Corp., G.P.
