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 MARSH & MCLENNAN
RISK CAPITAL HOLDINGS, LTD., a Delaware corporation ("Marsh").
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 deemed to be to the Parent; and the
Company is released from all of its obligations under the Agreement.
2. The Agreement shall be amended to section 5(g) of the Agreement shall be
replaced in its entirety with the following:
As long as the Purchaser and its Affiliates own at least one-half of
the shares of Common Stock purchased by the Purchaser hereunder
(assuming exercise of all the Warrants then held by them, whether or
not vested or exercisable), the Company shall give notice of all
meetings of the Board of Directors of the Company and all committees
thereof to one person designated by the Purchaser from time to time,
and shall permit such person to attend all meetings of the Board of
Directors of the Company and all committees thereof as an observor.
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
MARSH & MCLENNAN RISK CAPITAL HOLDINGS, LTD.
By:/s/ Mark J. Dallara
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Name: Mark J. Dallara
Title: Assistant Secretary
