Exhibit 4.4


 


 


SHAREHOLDERS AGREEMENT


 


BY AND AMONG


 


THE SHAREHOLDERS SIGNATORY HERETO


 


AND


 


ARCH CAPITAL GROUP LTD.


 


 


DATED AS OF NOVEMBER 20, 2001


 


CONFORMED TO REFLECT


AMENDMENTS DATED JANUARY 3, 2002, MARCH 15, 2002 AND


SEPTEMBER 16, 2002


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE
  I

  
	
   

  	
   

  
	
  CERTAIN DEFINITIONS

  
	
   

  
	
  Section 1.1.

  	
  Certain Definitions

  
	
   

  	
   

  
	
  ARTICLE II

  
	
   

  
	
  REPRESENTATIONS AND
  WARRANTIES

  
	
   

  
	
  Section
  2.1.

  	
  Representations
  and Warranties of the Company

  
	
  Section
  2.2.

  	
  Representations
  and Warranties of Warburg

  
	
  Section
  2.3.

  	
  Representations
  and Warranties of H&F

  
	
  Section
  2.4.

  	
  Representations
  and Warranties of GE

  
	
  Section
  2.5.

  	
  Representations
  and Warranties of Trident

  
	
  Section
  2.6.

  	
  Representations
  and Warranties of Farallon

  
	
   

  	
   

  
	
  ARTICLE III

  
	
   

  	
   

  
	
  VOTING; BOARD
  REPRESENTATION

  
	
   

  
	
  Section 3.1.

  	
  Board of Directors

  
	
  Section 3.2.

  	
  Committees of the
  Board

  
	
  Section
  3.4.

  	
  Voting

  
	
  Section 3.5.

  	
  Chairman of the
  Company

  
	
  Section 3.6.

  	
  Certain Transactions

  
	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  	
   

  
	
  REGISTRATION RIGHTS

  
	
   

  
	
  Section 4.1.

  	
  Demand Registrations

  
	
  Section 4.2.

  	
  Shelf Registration

  
	
  Section 4.3.

  	
  Piggy-Back
  Registration

  
	
  Section
  4.4.

  	
  Allocation
  of Shares to be Registered

  
	
  Section 4.5.

  	
  Registration
  Procedures

  
	
  Section 4.6.

  	
  Registration
  Expenses

  
	
  Section 4.7.

  	
  Indemnification;
  Contribution

  



 

















 


	
  ARTICLE
  V

  
	
   

  	
   

  
	
  TAG-ALONG
  RIGHTS; DRAG-ALONG RIGHTS;

  RESTRICTIONS ON TRANSFER AND CONVERSION

  
	
   

  
	
  Section
  5.1.

  	
  Tag-Along
  Rights; Drag-Along Rights

  
	
  Section 5.2.

  	
  Restrictions on
  Transfer

  
	
  Section 5.3.

  	
  Restrictions on
  Conversion

  
	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  	
   

  
	
  RESTRICTIONS
  ON DIVIDENDS AND SHARE REPURCHASES

  
	
   

  
	
  ARTICLE VII

  
	
   

  	
   

  
	
  EFFECTIVENESS AND
  TERMINATION

  
	
   

  	
   

  
	
  Section 7.1.

  	
  Effectiveness

  
	
  Section
  7.2.

  	
  Termination

  
	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  	
   

  
	
  MISCELLANEOUS

  
	
   

  
	
  Section 8.1.

  	
  Injunctive Relief

  
	
  Section 8.2.

  	
  Successors and
  Assigns

  
	
  Section 8.3.

  	
  Amendments; Waiver

  
	
  Section
  8.4.

  	
  Notices

  
	
  Section 8.5.

  	
  Applicable Law

  
	
  Section
  8.6.

  	
  Headings

  
	
  Section
  8.7.

  	
  Integration

  
	
  Section 8.8.

  	
  Severability

  
	
  Section 8.9.

  	
  Consent to
  Jurisdiction

  
	
  Section 8.10.

  	
  Counterparts

  



 


ii

















 


SHAREHOLDERS
AGREEMENT, dated as of November 20, 2001 (this “Agreement”), by and
among ARCH CAPITAL GROUP LTD., a company registered under the laws of Bermuda
(the “Company”), WARBURG PINCUS (BERMUDA) PRIVATE EQUITY VIII, L.P., a
limited partnership organized under the laws of Bermuda, WARBURG PINCUS
(BERMUDA) INTERNATIONAL PARTNERS, L.P., a limited partnership organized under
the laws of Bermuda, WARBURG PINCUS NETHERLANDS INTERNATIONAL PARTNERS I, C.V.,
an entity organized under the laws of the Netherlands, WARBURG PINCUS
NETHERLANDS INTERNATIONAL PARTNERS II, C.V., an entity organized under the laws
of the Netherlands (each, a “Warburg Purchaser,” and collectively, “Warburg”),
HFCP IV (BERMUDA), L.P., a limited partnership organized under the laws of
Bermuda, H&F INTERNATIONAL PARTNERS IV-A (BERMUDA), L.P., a limited
partnership organized under the laws of Bermuda, H&F INTERNATIONAL PARTNERS
IV-B (BERMUDA), L.P., a limited partnership organized under the laws of
Bermuda, and H&F EXECUTIVE FUND IV (BERMUDA), L.P., a limited partnership
organized under the laws of Bermuda (each, a “H&F Purchaser,” and
collectively, “H&F,” and together with Warburg and such other
Persons that are, or may hereafter become, parties hereto (in either case for
purposes of such provisions hereof as may be indicated immediately above the
signature of such other Persons) pursuant to the terms of Section 8.2 hereof,
the “Investors”).


 


W
I  T  N  E S  S  E  T  H :


 


WHEREAS, the
Company and certain of the Investors have entered into a Subscription
Agreement, dated as of October 24, 2001, as amended November 20, 2001 (the “Subscription
Agreement”), pursuant to the terms of which, among other things, the
Company shall issue and sell to the Investors, and Investors shall acquire from
the Company, (1) Series A Convertible Preference Shares, par value U.S. $0.01
per share, of the Company (the “Preference Shares”), and (2) Class A Warrants
to purchase  common shares, par value
U.S. $0.01 per share, of the Company (the “Common Shares”) (the “Class
A Warrants,” and together with the Preference Shares, the “Purchased
Securities”) (such sale and purchase and the other transactions contemplated
by the Subscription Agreement or described in the following recitals, the “Transactions”);


 


WHEREAS, the
Company and the purchasers named therein (the “Management Purchasers”)
have entered into a Management Subscription Agreement, dated as of October 24,
2001 (the “Management Subscription Agreement”), pursuant to the terms of
which, among other things, the Company shall issue and sell to the Management
Purchasers, and the Management Purchasers shall acquire from the Company,
Purchased Securities;


 

















 


WHEREAS, the
Company, Warburg, H&F and Trident have entered into a letter agreement,
dated as of November 8, 2001, pursuant to the terms of which, among other
things, Warburg assigned to Trident its right, and Trident assumed from Warburg
its obligation, under the Subscription Agreement to purchase certain Purchased
Securities;


 


WHEREAS, the
Company, Warburg, H&F and GE have entered into a letter agreement, dated as
of November 20, 2001, pursuant to the terms of which, among other things,
Warburg assigned to GE its right, and GE assumed from Warburg its obligation,
under the Subscription Agreement to purchase certain Purchased Securities;


 


WHEREAS, the
Company, Warburg, H&F and Farallon have entered into a letter agreement,
dated as of November 20, 2001, pursuant to the terms of which, among other
things, H&F assigned to Farallon its right, and Farallon assumed from
H&F its obligation, under the Subscription Agreement to purchase certain
Purchased Securities;


 


WHEREAS, the
execution of this Agreement is a condition to the obligation of the parties to
consummate the Transactions; and


 


WHEREAS, the
Company and Investors desire to establish in this Agreement certain terms and
conditions concerning the acquisition of Purchased Securities and related
provisions concerning the Investors’ relationship with and investment in the
Company following the consummation of the Transactions;


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE
I


 


CERTAIN DEFINITIONS


 


Section 1.1.                                   Certain
Definitions.  In addition to
other terms defined elsewhere in this Agreement, as used in this Agreement, the
following terms shall have the meanings ascribed to them below:


 


“Affiliate”
shall mean, with respect to any Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, or is controlled by,
or is under common control with, such first Person (including with respect to
individuals, any trusts, foundations, family limited partnerships or similar
entities); provided, however, that no portfolio investment of
either Warburg or H&F, or any of their respective Affiliates, shall be 


 


2

















 


deemed
to be an Affiliate of Warburg or H&F, as the case may be; provided, further,
that none of the Farallon Purchasers or Farallon, or any of their respective
Affiliates, shall be deemed to be an Affiliate of H&F.  As used in this definition, “control”
(including, with correlative meanings, “controlled by” and “under common
control with”) shall mean possession, directly or indirectly, of power to
direct or cause the direction of management or policies (whether through
ownership of securities or partnership or other ownership interests, by
contract or otherwise).


 


“Agreement”
shall have the meaning assigned to such term in the preamble hereto.


 


“Approval Date”
shall mean the later of the dates on which the Requisite Shareholder Approval
and the Requisite Regulatory Approval occur.


 


“Beneficially
Own” shall mean, with respect to any securities, having “beneficial
ownership” of such securities for purposes of Rule 13d-3 or 13d-5 under the
Exchange Act as in effect on the date hereof, and “Beneficial Ownership”
shall have the corresponding meaning.


 


“Blackout
Period” shall have the meaning assigned in Section 4.1(c).


 


“Board”
shall mean the duly elected Board of Directors of the Company in office at the
applicable time.


 


“Business Day”
shall mean any day that is not a Saturday, Sunday or other day on which the
commercial banks in New York City are authorized or required by law to remain
closed.


 


“Bye-laws”
shall mean the bye-laws of the Company.


 


“Claims”
shall have the meaning assigned in Section 4.7(a).


 


“Class A
Warrants” shall have the meaning assigned in the recitals hereto.


 


“Closing”
shall mean the consummation of the Transactions pursuant to the terms of the
Subscription Agreement.


 


“Common Shares”
shall have the meaning assigned in the recitals hereto.


 


“Company”
shall have the meaning assigned in the preamble hereto.


 


“Demand
Registration” shall mean any registration effected pursuant to a Warburg
Demand Request or a H&F Demand Request.


 


3

















 


“Director”
shall mean any member of the Board.


 


“Effective
Period” shall have the meaning assigned in Section 4.5(a)(3).


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations that may from time to time be promulgated thereunder.


 


“Existing
Registration Rights” shall have the meaning assigned in Section 4.1(a)
hereof.


 


“Farallon”
shall mean Farallon Capital Partners, L.P., Farallon Capital Institutional
Partners II, L.P., Farallon Capital Institutional Partners III, L.P. and RR
Capital Partners, L.P., collectively, with each individually being a “Farallon
Purchaser”.


 


“Farallon
Permitted Transferee” shall mean, with respect to any Farallon Purchaser,
any Person or entity that directly or indirectly through one or more
intermediaries controls, or is controlled by or is under common control with
such Farallon Purchaser or an entity over which such Farallon Purchaser has
management rights.


 


“GE” shall
mean Insurance Private Equity Investors, L.L.C. and Orbital Holdings, Ltd.,
collectively, with each individually being a “GE Purchaser”.


 


“GE Permitted
Transferee” shall mean, with respect to any GE Purchaser, any Person or
entity that directly or indirectly through one or more intermediaries controls,
or is controlled by or is under common control with such GE Purchaser or an
entity over which such GE Purchaser has management rights, or any successor
trustees or trust (if applicable).


 


“H&F”
shall have the meaning assigned in the preamble hereto.


 


“H&F Demand
Request” shall have the meaning assigned in Section 4.1(b) hereof.


 


“H&F Demand
Shares” shall have the meaning assigned in Section 4.1(b) hereof.


 


“H&F
Directors” shall have the meaning assigned in Section 3.1(c) hereof.


 


“H&F
Purchaser” shall have the meaning assigned the preamble hereto.


 


“H&F
Registrable Shares” shall have the meaning assigned in Section 4.1(b)
hereof.


 


4

















 


“H&F
Representative” shall mean the individual designated by the H&F
Purchasers to act on behalf of H&F, as shareholders of the Company, under
Section 3.3, which individual is identified to the Company in writing from time
to time; provided that the H&F Representative shall not be an
H&F Director.


 


“Independent
Director” means a Director who is not an Affiliate of either Warburg or
H&F.


 


“Initial
H&F Director” shall have the meaning assign in Section 3.1(b).


 


“Initial
Investment” shall mean, with respect to any Investor, the total number of
Common Shares issuable (a) upon conversion of the Preference Shares acquired by
such Investor at the Closing, (b) upon conversion of any additional Preference
Shares acquired by such Investor with respect to the Preference Shares referred
to in clause (a) pursuant to the terms of the Subscription Agreement (or the
Management Subscription Agreement), (c) upon exercise for cash of the Class A
Warrants acquired by such Investor at Closing, (d) upon exercise for cash of
any additional Class A Warrants acquired by such Investor pursuant to the terms
of the Subscription Agreement (or the Management Subscription Agreement) and
(e) any other securities issued in respect of the securities described in
clauses (a) though (d) of this definition or into which such securities shall
be converted in connection with stock splits, reverse stock splits, stock
dividends or distributions, or combinations or similar recapitalizations.


 


“Initial Shares”
shall mean, with respect to any Investor, (a) the Preference Shares acquired by
such Investor at the Closing, (b) any additional Preference Shares acquired by
such Investor with respect to the Preference Shares referred to in clause (a)
pursuant to the terms of the Subscription Agreement (or the Management
Subscription Agreement), (c) the Class A Warrants acquired by such Investor at
Closing, (d) any additional Class A Warrants acquired by such Investor pursuant
to the terms of the Subscription Agreement (or the Management Subscription
Agreement) and (e) any other securities issued in respect of the securities
described in clauses (a) though (d) of this definition or into which such
securities shall be converted in connection with stock splits, reverse stock
splits, stock dividends or distributions, or combinations or similar recapitalizations.  References to the “the number of Initial
Shares” shall mean the number of Common Shares comprising the Initial
Shares (based, in the case of Preference Shares and Class A Warrants, upon the
number of Common Shares issuable upon conversion or exercise for cash thereof).


 


“Initial
Warburg Director” shall have the meaning assigned in Section 3.1(b) hereof.


 


5

















 


“Interested
Party Transaction” shall mean any transaction between the Company or any of
its Subsidiaries and any officer or Director, or Affiliate of any officer or
Director, of the Company.


 


“Investors”
shall have the meaning assigned in the preamble hereto.


 


“Investor
Shares” shall mean, at any time, any Common Shares issuable in respect of
Initial Shares acquired by an Investor and any Common Shares acquired by an
Investor after the Closing (and any Common Shares or other securities issued in
respect thereof or into which such Common Shares shall be converted in
connection with stock splits, reverse stock splits, stock dividends or
distributions, or combinations or similar recapitalizations).


 


“Management
Purchasers” shall have the meaning set forth in the recitals hereto.


 


“Management
Subscription Agreement” shall have the meaning set forth in the recitals
hereto.


 


“Mandatory
Conversion Date” shall have the meaning set forth in Section 3.3 hereof.


 


“Market Value”
shall mean, as of any date, the average of the daily high and low sales prices
per Common Share on the Nasdaq for each of the twenty full trading days
immediately preceding (but not including) such date.


 


“Material
Transaction” shall have the meaning assigned in Section 4.1(c).


 


“Maximum Number”
shall have the meaning assigned in Section 4.4.


 


“Nasdaq”
shall mean The Nasdaq Stock Market, Inc.


 


“Nasdaq
Independent Director” shall have the meaning specified in Rule 4200(a)(14)
of the Rules of the National Association of Securities Dealers, Inc.


 


“Participating
Investor” shall have the meaning assigned in Section 4.5(a)(2) hereof.


 


“Per Share
Price” shall have the meaning assigned in the Subscription Agreement.


 


6

















 


“Person”
shall mean any individual, corporation, partnership, limited liability company,
association, trust or other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.


 


“Piggy-Back
Registration” shall have the meaning assigned in Section 4.3.


 


“Piggy-Back
Request” shall have the meaning assigned in Section 4.3.


 


“Preference
Shares” shall have the meaning assigned in the recitals hereto.


 


“Purchased
Securities” shall have the meaning assigned in the recitals hereto.


 


“Registrable
Shares” shall have the meaning assigned in Section 4.1(b) hereof.


 


“Requisite
Nasdaq Approval” shall have the meaning assigned in the Certificate of
Designations for the Preference Shares.


 


“Requisite
Regulatory Approval” shall have the meaning assigned in the Certificate of
Designations for the Preference Shares.


 


“Requisite
Shareholder Approval” shall have the meaning assigned in the Certificate of
Designations for the Preference Shares.


 


“Retained
Investment” shall mean, with respect to any Investor, at any time, the
amount of the Initial Investment Beneficially Owned by such Investor at such
time.


 


“Retained
Percentage” shall mean, with respect to any Investor, at any time, the
quotient, expressed as a percentage, of (a) such Investor’s Retained
Investment, over (b) such Investor’s Initial Investment.


 


“SEC” shall
mean the United States Securities and Exchange Commission.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended, and the rules and
regulations that may from time to time be promulgated thereunder.


 


“Selling
Investor” shall have the meaning assigned in Section 5.1(a) hereof.


 


“Shelf
Registration Statement” shall have the meaning assigned in Section 4.2
hereof.


 


“Subscription
Agreement” means the Subscription Agreement, dated as of October 24,
2001, by and between the Company and each of the Purchasers named therein, as
amended from time to time in accordance with its terms.


 


7

















 


“Subsidiary”
shall mean, with respect to any Person, any other entity of which securities or
other ownership interests having ordinary power to elect a majority of the
board of directors or other persons performing similar functions are at any
time directly or indirectly owned by such Person.


 


“Tag-Along
Investor” shall have the meaning assigned in Section 5.1(a) hereof.


 


“Third Party
Sale” shall have the meaning assigned in Section 5.1(a) hereof.


 


“Third Party
Sale Notice” shall have the meaning assigned in Section 5.1(a) hereof.


 


“Transactions”
shall have the meaning assigned in the recitals hereto.


 


“Trident”
shall mean Trident II, L.P., Marsh & McLennan Capital Professionals Fund,
L.P. and Marsh & McLennan Employee’s Securities Company, L.P.,
collectively, with each individually a “Trident Purchaser.”


 


“Votes”
shall mean votes entitled to be cast generally in the election of Directors.


 


“Voting Power”
shall mean, calculated at a particular point in time, the ratio, expressed as a
percentage, of (a) the Votes represented by the Voting Securities with respect
to which the Voting Power is being determined, to (b) the aggregate Votes
represented by all then outstanding Voting Securities.  For this purpose, the votes attributable to
the Preference Shares shall be on an as-converted basis, without regard to the
limitations imposed under the Certificate of Designations.


 


“Voting
Securities” shall mean (a) the Common Shares, (b) the Preference Shares and
(c) shares of any other class of securities of the Company then entitled to
vote generally in the election of Directors.


 


“Warburg”
shall have the meaning assigned in the preamble hereto.


 


“Warburg Demand
Request” shall have the meaning assigned in Section 4.1(a) hereof.


 


“Warburg Demand
Shares” shall have the meaning assigned in Section 4.1(a) hereof.


 


“Warburg
Directors” shall have the meaning assigned in Section 3.1(c) hereof.


 


“Warburg
Purchaser” shall have the meaning assigned in the preamble hereto.


 


8

















 


“Warburg
Registrable Shares” shall have the meaning assigned in Section 4.1(a)
hereof.


 


“Warburg
Representative” shall mean the individual designated by the Warburg
Purchasers to act on behalf of Warburg, as shareholders of the Company, under
Section 3.3, which individual is identified to the Company in writing from time
to time; provided that the Warburg Representative shall not be a Warburg
Director.


 


ARTICLE
II


 


REPRESENTATIONS AND WARRANTIES


 


Section 2.1.                                   Representations
and Warranties of the Company. 
The Company represents and warrants to each Investor as follows:


 


(a)                                  The
Company has been duly formed and is validly existing as a company in good
standing under the laws of Bermuda and has all necessary corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder.


 


(b)                                 This
Agreement has been duly and validly authorized by the Company and the Company
has taken all necessary and appropriate action to execute and deliver this
Agreement and to perform its obligations hereunder.


 


(c)                                  This
Agreement has been duly executed and delivered by the Company and, assuming due
authorization and valid execution and delivery by each other party hereto, is a
valid and binding obligation of the Company, enforceable against it in
accordance with its terms.


 


Section 2.2.                                   Representations
and Warranties of Warburg. 
Each Warburg Purchaser represents and warrants to each other party
hereto as follows:


 


(a)                                  Such
Warburg Purchaser has been duly formed and is validly existing and in good
standing, to the extent applicable, under the laws of its respective
jurisdiction of formation and has all necessary power and authority to enter
into this Agreement and to carry out its obligations hereunder.


 


(b)                                 This
Agreement has been duly and validly authorized by such Warburg Purchaser and
such Warburg Purchaser has taken all necessary and appropriate action to
execute and deliver this Agreement and to perform its obligations hereunder.


 


9

















 


(c)                                  This
Agreement has been duly executed and delivered by such Warburg Purchaser and,
assuming due authorization and valid execution and delivery by the Company, is
a valid and binding obligation of such Warburg Purchaser, enforceable against
it in accordance with its terms.


 


Section 2.3.                                   Representations
and Warranties of H&F. 
Each H&F Purchaser represents and warrants to each other party
hereto as follows:


 


(a)                                  Such
H&F Purchaser has been duly formed and is validly existing under the laws
of its respective jurisdiction of formation and has all necessary power and
authority to enter into this Agreement and to carry out its
obligations hereunder.


 


(b)                                 This
Agreement has been duly and validly authorized by such H&F Purchaser and
such H&F Purchaser has taken all necessary and appropriate action to
execute and deliver this Agreement and to perform its obligations hereunder.


 


(c)                                  This
Agreement has been duly executed and delivered by such H&F Purchaser and,
assuming due authorization and valid execution and delivery by the Company, is
a valid and binding obligation of such H&F Purchaser, enforceable against
it in accordance with its terms.


 


Section 2.4.                                   Representations
and Warranties of GE.  Each
GE Purchaser represents and warrants to each other party hereto as follows:


 


(a)                                  Such
GE Purchaser has been duly formed and is validly existing under the laws of its
respective jurisdiction of formation and has all necessary power and authority
to enter into this Agreement and to carry out its obligations hereunder.


 


(b)                                 This
Agreement has been duly and validly authorized by such GE Purchaser and such GE
Purchaser has taken all necessary and appropriate action to execute and deliver
this Agreement and to perform its obligations hereunder.


 


(c)                                  This
Agreement has been duly executed and delivered by such GE Purchaser and,
assuming due authorization and valid execution and delivery by the Company, is
a valid and binding obligation of such GE Purchaser, enforceable against it in
accordance with its terms.


 


Section 2.5.                                   Representations
and Warranties of Trident. 
Each Trident Purchaser represents and warrants to each other party
hereto as follows:


 


10

















 


(a)                                  Such
Trident Purchaser has been duly formed and is validly existing under the laws
of its respective jurisdiction of formation and has all necessary power and
authority to enter into this Agreement and to carry out its
obligations hereunder.


 


(b)                                 This
Agreement has been duly and validly authorized by such Trident Purchaser and
such Trident Purchaser has taken all necessary and appropriate action to
execute and deliver this Agreement and to perform its obligations hereunder.


 


(c)                                  This
Agreement has been duly executed and delivered by such Trident Purchaser and,
assuming due authorization and valid execution and delivery by the Company, is
a valid and binding obligation of such Trident Purchaser, enforceable against
it in accordance with its terms.


 


Section 2.6.                                   Representations
and Warranties of Farallon. 
Each Farallon Purchaser represents and warrants to each other party
hereto as follows:


 


(a)                                  Such
Farallon Purchaser has been duly formed and is validly existing under the laws
of its respective jurisdiction of formation and has all necessary power and
authority to enter into this Agreement and to carry out its
obligations hereunder.


 


(b)                                 This
Agreement has been duly and validly authorized by such Farallon Purchaser and
such Farallon Purchaser has taken all necessary and appropriate action to
execute and deliver this Agreement and to perform its obligations hereunder.


 


(c)                                  This
Agreement has been duly executed and delivered by such Farallon Purchaser and,
assuming due authorization and valid execution and delivery by the Company, is
a valid and binding obligation of such Farallon Purchaser, enforceable against
it in accordance with its terms.


 


ARTICLE
III


 


VOTING; BOARD REPRESENTATION


 


Section 3.1.                                   Board
of Directors.  (a)  The Company shall be managed by its duly
elected officers subject to the overall direction and supervision of the
Board.  Each of Warburg and H&F
shall, and shall cause its controlled Affiliates to, vote all Voting Securities
that such Investor and its controlled Affiliates Beneficially Own and take any
and all actions as may be reasonably necessary to cause the provisions of this
Section 3.1, including the election of the Warburg Directors and H&F
Directors, to be effectuated.


 


11

















 


(b)                                 Prior
to the Closing, and as a condition to the Closing, the Company shall use its
best efforts to secure the resignation of a number of Directors such that there
remain seven Directors immediately following the Closing (the “Pre-Closing
Directors”), of whom at least two shall qualify as Nasdaq Independent
Directors.  Immediately following the
Closing, the size of the Board shall be decreased such that the Board shall
consist of nine Directors, and one Director designated by Warburg, (the “Initial
Warburg Director”) and one Director designated by H&F (the “Initial
H&F Director”) shall each be appointed by the Board as a director to
serve in such classes of Directors as may be necessary to assure that each
class in Directors is as near in equal in number as possible and that the
Initial Warburg Director and the Initial H&F Director are distributed among
different classes.


 


(c)                                  Effective
as of 12:00 a.m. on the date immediately following the Approval Date, the size
of the Board shall be increased such that the Board shall then and thereafter
consist of 17 Directors (such number not to be increased without the consent of
Warburg and H&F) and (i) five individuals designated by Warburg (together
with the Initial Warburg Director, and any other replacements or substitutions
therefor, the “Warburg Directors”), and (ii) two individuals designated
by H&F (together with the Initial H&F Director, and any other
replacements or substitutions therefor, the “H&F Directors”) shall
each be appointed by the Board as a Director to serve in such classes of
Directors as may be necessary to assure that each class in Directors is as near
in equal in number as possible and that the Warburg Directors and the H&F
Directors, respectively, are distributed among different classes.


 


(d)                                 Following
the Approval Date, for so long as Warburg’s Retained Percentage is “x” as set
forth in the table below, the slate of nominees recommended by the Board to
shareholders for election as directors of the Company at each annual meeting of
shareholders shall include such number of individuals designated by Warburg,
which together with the number of Warburg Directors whose term is not scheduled
to expire, is equal to the number set forth opposite such Warburg’s Retained
Percentage in the table below:


 




	
  Warburg’s Retained

  Percentage

  	
   

  	
  Number of

  Nominees

  	
   

  
	
  x > 75%

  	
   

  	
  6

  	
   

  
	
  60% < x <
  75%

  	
   

  	
  5

  	
   

  
	
  45% < x <
  60%

  	
   

  	
  4

  	
   

  
	
  30% < x <
  45%

  	
   

  	
  3

  	
   

  
	
  20% < x <
  30%

  	
   

  	
  2

  	
   

  
	
  10% < x <
  20%

  	
   

  	
  1

  	
  ;

  






 


provided that, if
the Approval Date has not occurred, for so long as Warburg’s Retained Percentage
is equal to or exceeds 10%, at least one Warburg Director shall be included in
the 


 


12

















 


slate of nominees
recommended by the Board to shareholders for election as directors of the
Company at each annual general meeting of shareholders at which a Warburg
Director’s term is scheduled to expire. 
For so long as Warburg has the power to have at least two Directors
included in the slate of nominees recommended by the Board, power with respect
to one such Director shall be exercised by Warburg Pincus (Bermuda) Private
Equity VIII, L.P. and power with respect to one such Director shall be
exercised by Warburg Pincus (Bermuda) International Partners, L.P.


 


(e)                                  Following
the Approval Date, for so long as H&F’s Retained Percentage is “x” as set
forth in the table below, the slate of nominees recommended by the Board to
shareholders for election as directors of the Company at each annual meeting of
shareholders shall include such number of individuals designated by H&F,
which together with the number of H&F Directors whose term is not scheduled
to expire, is equal to the number set forth opposite such H&F’s Retained
Percentage in the table below:


 




	
  H&F’s Retained

  Percentage

  	
   

  	
  Number of

  Nominees

  	
   

  
	
  x > 60%

  	
   

  	
  3

  	
   

  
	
  35% < x < 60%

  	
   

  	
  2

  	
   

  
	
  20% < x <
  35%

  	
   

  	
  1

  	
  ; 

  






 


provided that, if
the Approval Date has not occurred, for so long as H&F’s Retained
Percentage is equal to or exceeds 20%, at least one H&F Director shall be
included in the slate of nominees recommended by the Board to shareholders for
election as directors of the Company at each annual general meeting of
shareholders at which an H&F Director’s term is scheduled to expire.  For so long as H&F has the power to have
at least one Director included in the slate of nominees recommended by the
Board, such power shall be exercised by HFCP IV (Bermuda), L.P.


 


(f)                                    Each
of Warburg and H&F shall provide to the Company in a timely manner all
information required by Regulation 14A and Schedule 14A under the Exchange Act
with respect to each Warburg Director and each H&F Director, respectively.


 


(g)                                 The
Company shall use its best efforts (i) to cause a special meeting of the Board
to be called upon the request of at least three Directors and (ii) to cause to
be submitted, at the 2002 annual general meeting of the Company’s shareholders,
a proposal to amend Bye-Law 20 of the Company to replace “by a majority of the
total number of Directors” with “by three Directors or a majority of the total
number of Directors (whichever is fewer)”.


 


13

















 


Section 3.2.                                   Committees
of the Board.   The Company
and the Investors agree that (1) for so long as there is at least one Warburg
Director on the Board, each committee of the Board shall include at least one Warburg
Director, and (2) for so long as there is at least one H&F Director on the
Board, each committee of the Board shall include at least one H&F
Director.  The foregoing is subject to
any restrictions on service on the audit committee as may be applicable under
the rules of the National Association of Securities Dealers, Inc. or the SEC.


 


Section 3.3.                                     Investor Protection Matters.  Except as specifically set forth herein, in
accordance with the Company’s Bye-laws, the Board shall act by the vote of a majority
of the Directors present at a meeting, and the required quorum for a meeting of
the Board shall be a majority of the whole Board.  Notwithstanding the foregoing, and except as specifically set
forth in the Subscription Agreement, (a) prior to the Approval Date, unless
also approved by the Warburg Representative and the H&F Representative, and
(b) following the Approval Date, unless also approved by (i) the Warburg
Representative, if at such time Warburg’s Retained Percentage equals or exceeds
25%, and (ii) the H&F Representative, if at such time H&F’s Retained
Percentage equals or exceeds 50%, the Company shall not (and shall not permit
any of its Subsidiaries to):


 


(1)                    amend, or
propose to amend, its certificate of incorporation, memorandum of association,
bye-laws, or other organizational documents, or amend, terminate or waive any
provision under, the Subscription Agreement or any other Agreement entered into
in connection therewith;


 


(2)                    split,
consolidate, combine, subdivide, redeem or reclassify its share capital or
other equity interests, or amend any term of the outstanding securities of the
Company or its Subsidiaries;


 


(3)                    declare, set
aside, make or pay any dividend or other distribution in respect of its share
capital or other equity interests, or purchase or redeem, directly or
indirectly, any share capital or other equity interests (other than (A)
dividends by a Subsidiary of the Company to the Company or a Subsidiary of the
Company, and (B) dividends or other distributions by any entity in which the
Company or any Subsidiary owns a minority interest, made in the normal course
of business, consistent with past practice);


 


(4)                    other than (A)
in respect of grants or exercises under the 1999 Long Term Incentive and Share
Award Plan, the 1995 Long Term Incentive and Share Award Plan and the Long Term
Incentive Plan for New Employees, (B) issuances of securities pursuant to the
Subscription Agreement and the Management Subscription Agreement, and (C)
issuances of securities upon conversion or exercise of securities issued
pursuant to clause (B) or of securities outstanding on the date hereof, issue, 


 


14

















 


deliver or sell, or
authorize the issuance, delivery or sale of, any share capital of any class,
any equity interest, or any options, warrants, conversion or other rights to
purchase any such shares or equity interests, or any securities convertible
into or exchangeable for such shares or equity interests, or issue or authorize
the issuance of any other security in respect of or in lieu of or in
substitution for shares of capital or equity interests, or enter into any
agreements restricting the transfer of, or affecting the rights of holders of,
Common Shares, grant any preemptive or anti-dilutive rights to any holder of
any class of securities of the Company, or grant registration rights with
respect to any of the Company’s securities;


 


(5)                    amend or waive
any rights under any grants made under the Long Term Incentive Plan for New
Employees;


 


(6)                    incur any
indebtedness for borrowed money, guarantee any such indebtedness or issue or
sell any debt securities, in excess of $5,000,000 in the aggregate, or prepay
or refinance any indebtedness for borrowed money;


 


(7)                    engage in any
Interested Party Transaction;


 


(8)                    acquire any
assets or properties for cash or otherwise for an amount in excess of
$5,000,000 in the aggregate;


 


(9)                    acquire,
whether by means of merger, stock or asset purchase, joint venture or other
similar transaction, any equity interest in, or all or substantially all of the
assets of any Person, or any business or division of any Person;


 


(10)              replace the
independent auditors of the Company or make any material change in any method
of financial accounting or accounting practice, except for any such change
required by reason of a concurrent change in U.S. generally accepted accounting
principles;


 


(11)              sell or otherwise
dispose of assets material to the Company and its Subsidiaries taken as a
whole, except as specifically contemplated by the Subscription Agreement;


 


(12)              increase by 5% or
more the annual base compensation of any officer or key employee of the
Company, or enter into or make any material change in any severance contract or
arrangement with any such officer or key employee;


 


(13)              consummate a
complete liquidation or dissolution of the Company, a merger or consolidation
(A) in which the Company or any Subsidiary is a constituent corporation or (B)
with respect to which the Common Shares would have the right to 


 


15

















 


vote under applicable
law, a sale of all or substantially all of the Company’s assets, or any similar
business combination; provided, however, that the foregoing
shall not apply to any merger or consolidation solely between or among wholly
owned Subsidiaries of the Company, other than any such transaction between
Subsidiaries which are considered “Core Insurance Operations” under Section E,
and Subsidiaries which are not considered “Core Insurance Operations”;


 


(14)              enter into any
transaction involving in excess of $1,000,000, or, if such transaction is in
the ordinary course of business consistent with past practice, $5,000,000;


 


(15)              approve the annual
plan, annual capital expenditure budget or the five-year plan of the Company
and its Subsidiaries, taken as a whole;


 


(16)              remove the Chief
Executive Officer or Chairman of the Company, or appoint a new Chief Executive
Officer or Chairman of the Company; or


 


(17)              enter into any
agreement with respect to the foregoing; provided, however, transactions solely
between or among the Company and/or one or more of its wholly owned
Subsidiaries shall be excluded from clauses (6), (8), (9), (11) and (14) (and
from clause (17) to the extent relating to an agreement with respect to a
transaction excluded by this proviso), other than any such transaction between
Subsidiaries which are considered “Core Insurance Operations” under Section E,
and Subsidiaries which are not considered “Core Insurance Operations.”


 


In addition, prior to the Approval Date, and after the
Approval Date for so long as the Warburg Directors and the H&F Directors
together constitute a majority of the Board, (i) the notice for each meeting of
the Board called by the Chairman of the Board, the President of the Company,
the Warburg Directors or the H&F Directors shall include a list of topics
to be discussed at the meeting (the “Agenda”) and (ii) the Board shall
not act on any matter that is not within the Agenda without the consent of at
least one Warburg Director and at least one H&F Director.  Nothing in this Section 3.3 shall grant
either H&F or Warburg any right or consent to the extent that such right
would result in such party being deemed to “control” an insurance subsidiary of
the Company that is domiciled in any state in the United States, where the
exercise of such control would otherwise require the prior approval of such
state.  In addition, the rights of
Warburg and H&F set forth in this Section 3.3 shall, in any event,
terminate upon the mandatory conversion of the Preference Shares under
paragraph (g)(2) of the Certificate of Designations for the Preference Shares
(the “Mandatory Conversion Date”) or the earlier conversion of all
Preference Shares in accordance with their terms.


 


Section 3.4.                                   Voting.  Each Investor agrees to vote all Voting
Securities Beneficially Owned by such Investor or by any controlled Affiliate
of such Investor in favor 


 


16

















 


of (a) the proposals to
be submitted for approval of the shareholders of the Company at the special
general meeting of the Company’s shareholders to be held in connection with the
Transactions and (b) the proposals to approve the grant to Robert Clements of
1,689,629 restricted shares and the grant to John M. Pasquesi of options to
purchase 1,126,419 Common Shares at $20.00 per share, which grants were made in
connection with the Transactions, which such proposals will be submitted for
approval of the shareholders of the Company at the 2002 annual general meeting
of the Company’s shareholders.


 


Section 3.5.                                   Chairman
of the Company.  For so long
as he is willing and able to serve as the Chairman of the Company, Warburg and
H&F agree to take such actions as may be necessary to cause Robert Clements
to be duly elected as Chairman of the Company.


 


Section 3.6.                                   Certain
Transactions.  For a period
of two years after the Closing, except for transactions specifically
contemplated by this Agreement, the Related Agreements (as defined in the
Subscription Agreement) or the Purchased Securities, neither Warburg nor
H&F nor any of their respective Affiliates will, directly or indirectly,
without the prior approval of a majority of the Independent Directors:  (a) acquire securities or assets from the
Company or any of its Subsidiaries, (b) engage in any “Rule 13e-3 transaction”
(as such term is defined in Rule 13e-3(a)(3) under the Securities Exchange Act
of 1934, as amended) involving the Company, or (c) engage in any other
transaction that would result in the compulsory acquisition of Common
Shares.  The Company shall not agree to
amend this Section 3.6, without the prior approval of a majority of the
Independent Directors.  The Company,
Warburg and H&F shall endeavor to include at all times two Independent
Directors on the Board.


 


ARTICLE
IV


 


REGISTRATION RIGHTS


 


Section 4.1.                                   Demand
Registrations.  (a)  Warburg may at any time following the date
hereof and on not more than five separate occasions in the aggregate and not
more frequently than once during any 180 day period, require the Company to
file a registration statement under the Securities Act in respect of all or a
portion of the Investor Shares then Beneficially Owned by Warburg or by any
other person that Beneficially Owns Investor Shares and who acquired such
Investor Shares in connection with such person’s status as a partner in any
partnership in which Warburg or any of its Affiliates is the general partner
(all such Investor Shares, the “Warburg Registrable Shares”) (provided
that such request covers Warburg Registrable Shares with a Market Value on the
date of the Demand Request of at least $25 million), by delivering to the
Company a written notice stating that 


 


17

















 


such right is being
exercised, specifying the number of Common Shares to be included in such
registration (the shares subject to such request, the “Warburg Demand Shares”)
and describing the intended method of distribution thereof (a “Warburg
Demand Request”).  Upon receiving a
Warburg Demand Request, the Company shall (1) provide written notice of the
Warburg Demand Request, pursuant to Section 4.3 hereof, to H&F and each
other Investor, (2) use reasonable efforts to file as promptly as reasonably
practicable a registration statement on such form as the Company may reasonably
deem appropriate providing for the registration of the sale of such Warburg
Demand Shares and any other Investor Shares to be included pursuant to Sections
4.3 and 4.4 hereof pursuant to the intended method of distribution and (3)
after the filing of an initial version of the registration statement, use
reasonable efforts to cause such registration statement to be declared
effective under the Securities Act as promptly as practicable after the date of
filing of such registration statement. 
Any Demand Registration filed pursuant to the request of Warburg may,
subject to the provisions of Section 4.4 below, include other Common Shares
that the Company is required to include in such registration statement by
virtue of existing agreements between the holders of such Common Shares and the
Company (the “Existing Registration Rights”).


 


(b)                                 H&F
may at any time following the date hereof and on not more than five separate
occasions in the aggregate and not more frequently than once during any 180 day
period, require the Company to file a registration statement under the
Securities Act in respect of all or a portion of the Investor Shares then
Beneficially Owned by H&F or by any other person that Beneficially Owns
Investor Shares and who acquired such Investor Shares in connection with such
person’s status as a partner in any partnership in which H&F or any of its
Affiliates is the general partner (all such Common Shares, the “H&F
Registrable Shares,” and together with the Warburg Registrable Shares, the
“Registrable Shares”) (provided that such request covers H&F
Registrable Shares with a Market Value on the date of the Demand Request of at
least $25 million), by delivering to the Company a written notice stating that
such right is being exercised, specifying the number of Common Shares to be
included in such registration (the shares subject to such request, the “H&F
Demand Shares”) and describing the intended method of distribution thereof
(a “H&F Demand Request”). 
Upon receiving a H&F Demand Request, the Company shall (1) provide
written notice of the H&F Demand Request, pursuant to Section 4.3 hereof,
to Warburg and each other Investor, (2) use reasonable efforts to file as
promptly as reasonably practicable a registration statement on such form as the
Company may reasonably deem appropriate providing for the registration of the
sale of such H&F Demand Shares and any other Investor Shares to be included
therein pursuant to Sections 4.3 and 4.4 hereof pursuant to the intended method
of distribution, and (3) after the filing of an initial version of the
registration statement, use reasonable efforts to cause such registration
statement to be declared effective under the Securities Act as promptly as
practicable after the date of filing of such registration statement.  Any Demand Registration filed pursuant to
the request of H&F may, subject to the provisions of Section 4.4 below, 


 


18

















 


include other Common
Shares that the Company is required to include in such registration statement
by virtue of the Existing Registration Rights.


 


(c)                                  Notwithstanding
anything in this Agreement to the contrary, the Company shall be entitled to
postpone and delay, for reasonable periods of time not to exceed 60 consecutive
days and in no event to exceed more than an aggregate of 90 days during any
360-day period (a “Blackout Period”), the filing or effectiveness of any
Demand Registration if the Board shall determine that any such filing or the
offering of any Registrable Shares would (1) in the good faith judgment of the
Board, impede, delay or otherwise interfere with any pending or contemplated
acquisition, corporate reorganization or other similar material transaction
involving the Company (each, a “Material Transaction”), (2) based upon
advice from the Company’s investment banker or financial advisor, adversely
affect any pending or contemplated financing, offering or sale of any class of
securities by the Company, or (3) in the good faith judgment of the Board,
require disclosure of material non-public information (other than information
relating to an event described in clauses (1) or (2) above) which, if disclosed
at such time, would be harmful to the best interests of the Company and its
shareholders.  Upon notice by the
Company to each Investor of any such determination, such Investor shall keep
the fact of any such notice strictly confidential, and during any Blackout
Period promptly halt any offer, sale, trading or transfer by it or any of its
Subsidiaries of any Common Shares for the duration of the Blackout Period set
forth in such notice (or until such Blackout Period shall be earlier terminated
in writing by the Company) and promptly halt any use, publication,
dissemination or distribution of the Demand Registration, each prospectus
included therein, and any amendment or supplement thereto by it for the
duration of the Blackout Period set forth in such notice (or until such
Blackout Period shall be earlier terminated in writing by the Company) and, if
so directed by the Company, will deliver to the Company any copies then in its
possession of the prospectus covering such Registrable Shares.


 


(d)                                 In
case a Demand Registration has been filed, if a Material Transaction has
occurred, the Company may cause such Demand Registration to be withdrawn and
its effectiveness terminated or may postpone amending or supplementing such
Demand Registration for a reasonable period of time; provided, however,
that in no event shall a Demand Registration so withdrawn by the Company count
for the purposes of determining the number of Demand Registrations to which
either Warburg or H&F is entitled under Section 4.1(a) or (b).


 


(e)                                  In
connection with any underwritten offering under this Section 4.1, the managing
underwriter for such Demand Registration shall be jointly selected by Warburg
and H&F, provided that such managing underwriter shall be a
nationally recognized investment banking firm.


 


19

















 


(f)                                    Nothing
in this Article IV shall affect or supersede any of the transfer restrictions
set forth in Article V hereof or any of the other provisions of this Agreement.


 


Section 4.2.                                   Shelf
Registration.  At the request
of either Warburg or H&F, the Company shall use reasonable best efforts to
file a registration statement on Form S-3, or any successor form thereto,
covering the offering of Investor Shares by all Investors (subject to the
provisions of Section 5.2 hereof) on a delayed or continuous basis (the “Shelf
Registration Statement”) to be effective as soon as reasonably practicable
following the Closing Date.  Upon
effectiveness of the Shelf Registration Statement, the Company will use its
reasonable best efforts to keep the Shelf Registration Statement effective with
the SEC until such time the Investor Shares held by all Investors are freely
tradable under Rule 144(k) under the Securities Act.  Notwithstanding the foregoing, the Company may suspend the
effectiveness of the Shelf Registration Statement during any Blackout Period.


 


Section 4.3.                                   Piggy-Back
Registration.  If, at any
time following the date hereof, the Company proposes to register any Common
Shares under the Securities Act on its behalf or on behalf of any of its
shareholders (including pursuant to a Demand Registration), on a form and in a
manner that would permit registration of Common Shares (other than in
connection with dividend reinvestment plans, rights offerings or a registration
statement on Form S-4 or S-8 or any similar successor form), the Company shall
give reasonably prompt written notice to each Investor of its intention to do
so.  Upon the written election of any
Investor (a “Piggy-Back Request”), given within ten Business Days
following the receipt by such Investor of any such written notice (which
election shall specify the number of the Investor Shares intended to be
disposed of by such Investor), the Company shall include in such registration
statement (a “Piggy-Back Registration”), subject to the provisions of
Section 4.4 hereof, such number of the Investor Shares as shall be set forth in
such Piggy-Back Request. 
Notwithstanding anything herein to the contrary, no Investor shall be
entitled to written notice of any such registration or be entitled to make a
Piggy-Back Request or Piggy-Back Registration with respect to the first such
registration and offering of Common Shares following the date hereof; provided
that such offering shall close on or prior to June 30, 2002.


 


Section 4.4.                                   Allocation
of Shares To Be Registered. 
In the event that the Company proposes to register Common Shares in
connection with an underwritten offering and a nationally recognized investment
banking firm selected by the Company, or in the case of a Demand Registration
selected by Warburg and H&F, to act as managing underwriter thereof
reasonably and in good faith shall have advised the Company and each Investor
in writing that, in its opinion, the inclusion in the registration statement of
some or all of the Investor Shares sought to be registered in a Piggy-Back
Request would adversely affect the price or success of the offering, the
Company shall include in such registration statement such number of Common
Shares as the Company is advised can be sold in such offering 


 


20

















 


without such an effect
(the “Maximum Number”) as follows and in the following order of
priority:  (a) first, if such
registration is not in connection with a Demand Registration, such number of
Common Shares, if any, as the Company intended to be registered by the Company
for its own account, or to be registered pursuant to Existing Registration
Rights, to the extent such Existing Registration Rights so require; (b) second,
if and to the extent that the number of Common Shares to be registered under
clause (a) is less than the Maximum Number (or because the registration is a
Demand Registration, in which case the Company is not permitted to offer Common
Shares), such number of Investor Shares as Warburg, H&F, Trident, Farallon
and GE (and, to the extent required by any Existing Registration Rights, any
other holder of Common Shares having such rights) shall have intended to
register which, when added to the number of Common Shares to be registered
under clause (a), is less than or equal to the Maximum Number, it being
understood that the number of shares included by Warburg, H&F, Trident,
Farallon and GE (and such other holders under Existing Registration Rights)
shall be cut back, if necessary, in proportion to their relative ownership at
the time; and (c) third, if and to the extent that the number of Common
Shares to be registered under clause (b) is less than the Maximum Number, such
number of Investor Shares as the Participating Investors (other than Warburg,
H&F, Trident, Farallon and GE (and such other holders under Existing Registration
Rights)) shall have intended to register which, when added to the number of
Common Shares to be registered under clauses (a) and (b), is less than or equal
to the Maximum Number, it being understood that the number of shares included
by the Participating Investors (other than Warburg, H&F, Trident, Farallon
and GE (and such other holders under Existing Registration Rights)) shall be
cut back, if necessary, in proportion to their relative ownership.


 


Section 4.5.                                   Registration
Procedures.  (a)  In connection with each registration
statement prepared pursuant to this Article IV, and in accordance with the
intended method or methods of distribution of the Investor Shares as described
in such registration statement, the Company shall, as soon as reasonably practicable
and to the extent practicable:


 


(1)                    prepare and
file with the SEC a registration statement on an appropriate registration form
and use reasonable efforts to cause such registration statement to become and
remain effective as promptly as reasonably practicable; provided that
before filing a registration statement or prospectus or any amendments or
supplements thereto, the Company shall furnish to counsel to H&F and
Warburg, if disposing of Registrable Shares under such registration statement,
draft copies of all such documents proposed to be filed at least five days
prior to such filing, which documents will be subject to the reasonable review
of each of H&F and Warburg, as appropriate, and its agents and
representatives;


 


21

















 


(2)                    furnish
without charge to each Investor seeking to dispose of Investor Shares
thereunder (each, a “Participating Investor”), and the managing
underwriter or underwriters, if any, at least one conformed copy of the
registration statement and each post-effective amendment or supplement thereto
(but excluding schedules, all documents incorporated or deemed incorporated
therein by reference and all exhibits, unless requested in writing by such
Participating Investor or such underwriter) and such number of copies of the
summary, preliminary, final, amended or supplemented prospectuses included in
such registration statement as such Participating Investor or such underwriter
may reasonably request;


 


(3)                    except with
respect to a Shelf Registration Statement, the obligations of the Company with
respect to the effectiveness thereof to be governed by Section 4.2, use
reasonable best efforts to keep such registration statement effective for the
earlier of (A) 180 days and (B) such time as all of the securities covered by
the registration statement have been disposed (the “Effective Period”);
prepare and file with the SEC such amendments, post-effective amendments and
supplements to the registration statement and the prospectus as may be necessary
to maintain the effectiveness of the registration for the Effective Period and
to cause the prospectus (and any amendments or supplements thereto) to be
filed;


 


(4)                    use reasonable
efforts to register or qualify the Investor Shares covered by such registration
statement under such other securities or “blue sky” laws of such jurisdictions
in the United States as are reasonably necessary, keep such registrations or
qualifications in effect for so long as the registration statement remains in
effect, and do any and all other acts and things which may be reasonably
necessary to enable each Participating Investor or any underwriter to
consummate the disposition of the Investor Shares in such jurisdictions;


 


(5)                    use reasonable
efforts to cause the Investor Shares to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable each
Participating Investor to consummate the disposition of the Investor Shares;


 


(6)                    use reasonable
efforts to cause all Investor Shares covered by such registration statement to
be listed on the Nasdaq or on the principal securities exchange on which the
Common Shares are then listed;


 


(7)                    promptly
notify each Participating Investor and the managing underwriter or
underwriters, if any, after becoming aware thereof, (A) when the registration
statement or any related prospectus or any amendment or supplement thereto has
been filed, and, with respect to the registration statement or any
post-effective amendment, when the same has become effective, (B) of any
request by the 


 


22

















 


SEC for amendments or
supplements to the registration statement or the related prospectus or for
additional information, (C) of the issuance by the SEC of any stop order
suspending the effectiveness of the registration statement or the initiation of
any proceedings for that purpose, (D) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Investor Shares to be registered for sale in any jurisdiction or the initiation
of any proceeding for such purpose or (E) within the Effective Period of the
happening of any event or the existence of any fact that makes any statement in
the registration statement or any post-effective amendment thereto, prospectus
or any amendment or supplement thereto, or any document incorporated therein by
reference untrue in any material respect or which requires the making of any
changes in the registration statement or post-effective amendment thereto or
any prospectus or amendment or supplement thereto so that they will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading;


 


(8)                    during the
Effective Period, use its reasonable efforts to obtain the withdrawal of any
order enjoining or suspending the use or effectiveness of the registration
statement or any post-effective amendment thereto;


 


(9)                    deliver
promptly to each of Warburg and H&F, if disposing of Investor Shares under
such registration statement, copies of all correspondence between the SEC and
the Company, its counsel or auditors and all memoranda relating to discussions
with the SEC or its staff with respect to the registration statement and permit
each of Warburg and H&F, if disposing of Investor Shares under such
registration statement, to do such investigation, with respect to information
contained in or omitted from the registration statement, as it reasonably deems
necessary;


 


(10)              in the case of an
underwritten offering, use best efforts to enter into an underwriting agreement
customary in form and scope for underwritten secondary offerings of the nature
contemplated by the applicable registration statement;


 


(11)              provide a transfer
agent and registrar for all such Investor Shares covered by such registration
statement not later than the effective date of such registration statement,
subject to any applicable laws or regulations; and


 


(12)              cooperate with each
Participating Investor and the managing underwriter or underwriters, if any, to
facilitate the timely preparation and delivery of certificates representing
such Investor Shares to be sold under the registration statement; and, in the
case of an underwritten offering, enable such Investor Shares to be in such
denominations and registered in such names as the managing underwriter or 


 


23

















 


underwriters, if any, may
request in writing at least two Business Days prior to any sale of the Investor
Shares to the underwriters.


 


(b)                                 In
the event that the Company would be required, pursuant to Section 4.5(a)(7)(E)
above, to notify each Participating Investor or the managing underwriter or
underwriters, if any, of the happening of any event specified therein, the
Company shall, subject to the provisions of Section 4.1(c) hereof, as promptly
as practicable, prepare and furnish to each Participating Investor and to each
such underwriter a reasonable number of copies of a prospectus supplemented or
amended so that, as thereafter delivered to purchasers of Investor Shares that
have been registered pursuant to this Agreement, such prospectus shall not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.  Each Participating Investor agrees that,
upon receipt of any notice from the Company pursuant to Section 4.5(a)(7)(E)
hereof, it shall, and shall use its reasonable best efforts to cause any sales
or placement agent or agents for the Investor Shares and the underwriters, if
any, to, forthwith discontinue disposition of the Investor Shares until such
Person shall have received copies of such amended or supplemented prospectus
and, if so directed by the Company, to destroy or to deliver to the Company all
copies, other than permanent file copies, then in its possession of the
prospectus (prior to such amendment or supplement) covering such Investor
Shares as soon as practicable after such Participating Investor’s receipt of
such notice.


 


(c)                                  Each
Participating Investor shall furnish to the Company in writing its intended
method of distribution of the Investor Shares it proposes to dispose of and
such other information as the Company may from time to time reasonably request
in writing, but only to the extent that such information is required in order
for the Company to comply with its obligations under all applicable securities
and other laws and to ensure that the prospectus relating to such Investor
Shares conforms to the applicable requirements of the Securities Act.  Each Participating Investor shall notify the
Company as promptly as practicable of any inaccuracy or change in information
previously furnished by such Participating Investor to the Company or of the
occurrence of any event, in either case as a result of which any prospectus
relating to the Investor Shares contains or would contain an untrue statement
of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and promptly furnish
to the Company any additional information required to correct and update any
previously furnished information or required so that such prospectus shall not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.


 


24

















 


(d)                                 In
the case of any registration under Section 4.1 hereof pursuant to an
underwritten offering, or in the case of a registration under Section 4.3
hereof if the Company has determined to enter into an underwriting agreement in
connection therewith, all Investor Shares to be included in such registration
shall be subject to the applicable underwriting agreement and no Person may
participate in such registration unless such Person agrees to sell such
Person’s securities on the basis provided therein and completes and executes
all questionnaires, indemnities, underwriting agreements and other documents
(other than powers of attorney) which must be executed in connection therewith,
and provides such other information to the Company or the underwriter as may be
reasonably requested to register such Person’s Investor Shares.


 


Section 4.6.                                   Registration
Expenses.  The Company shall
bear all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, fees and expenses in connection with the review of
underwriting arrangements by the NASD Regulation, Inc. (including the fees of
any “qualified independent underwriter”), agent fees and commissions, printing
costs and fees and disbursements of its counsel, and of one counsel as may be
reasonably selected by Warburg and H&F on behalf of the Participating
Investors, and accountants, in each case, in connection with any registration
and listing of any Investor Shares pursuant to Section 4.1, 4.2 or 4.3, other
than underwriting discounts or commissions in connection with the Investor
Shares disposed of by any Participating Investor, which shall be borne by such
Participating Investor.


 


Section 4.7.                                   Indemnification;
Contribution.  (a)  The Company shall, and it hereby agrees to,
indemnify and hold harmless each Participating Investor and its partners,
members, officers, directors, employees and controlling Persons, if any, and
each underwriter, its partners, officers, directors, employees and controlling
Persons, if any, in any offering or sale of Common Shares, against any losses, claims,
damages or liabilities to which each such indemnified party may become subject,
insofar as such losses, claims, damages or liabilities, or actions or
proceedings in respect thereof, including any amounts paid in settlement as
provided herein (collectively, “Claims”), arise out of or are based upon
an untrue statement or alleged untrue statement of a material fact contained in
any registration statement, or any preliminary or final prospectus contained
therein, or any amendment or supplement thereto, or any document incorporated
by reference therein, or arise out of or are based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, and the Company shall, and it hereby
agrees to, reimburse each Participating Investor or any such underwriter for
any legal or other out-of-pocket expenses reasonably incurred by it in
connection with investigating or defending any such Claims; provided, however,
that the Company shall not be liable to any such Person in any such case to the
extent that any such Claims arise out of or are based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in such 


 


25

















 


registration statement,
or preliminary or final prospectus, or amendment or supplement thereto, in
reliance upon and in conformity with information furnished in writing to the Company
by such Participating Investor or any underwriter expressly for use therein.


 


(b)                                 Each
Participating Investor shall, and hereby agrees to (1) indemnify and hold
harmless the Company, its directors, officers, employees and controlling
Persons, if any, and each underwriter, its partners, officers, directors,
employees and controlling Persons, if any, in any offering or sale of Common
Shares, against any Claims to which each such indemnified party may become
subject, insofar as such Claims arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, or any preliminary or final prospectus contained
therein, or any amendment or supplement thereto, or any document incorporated by
reference therein, or arise out of or are based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case only to
the extent that such untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Participating Investor expressly
for use therein, and (2) reimburse the Company for any legal or other
out-of-pocket expenses reasonably incurred by the Company in connection with
investigating or defending any such Claim.


 


(c)                                  Promptly
after receipt by an indemnified party under Section 4.7(a) or Section 4.7(b) of
written notice of the commencement of any action or proceeding for which
indemnification under Section 4.7(a) or Section 4.7(b) may be requested, such
indemnified party shall notify the indemnifying party in writing of the
commencement of such action or proceeding, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party in respect of such action or proceeding hereunder unless
the indemnifying party was materially prejudiced by such failure of the indemnified
party to give such notice, and in no event shall such omission relieve the
indemnifying party from any other liability it may have to such indemnified
party.  In case any such action or
proceeding shall be brought against any indemnified party and it shall notify
an indemnifying party of the commencement thereof, such indemnifying party
shall be entitled to participate therein and, to the extent that it shall
determine, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party, and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal
or any other expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation.  If the indemnifying
party is not entitled to, or elects not to, assume the defense of a claim, it
will not be obligated to pay the fees and expenses of more than one counsel for
each indemnified party with respect to such claim.  The indemnifying party will not be subject to any liability for
any settlement made without its consent, which 


 


26

















 


consent shall not be
unreasonably withheld or delayed.  No
indemnifying party shall, without the prior written consent of the indemnified
party, compromise or consent to entry of any judgment or enter into any
settlement agreement with respect to any action or proceeding in respect of
which indemnification is sought under Section 4.7(a) or Section 4.7(b) (whether
or not the indemnified party is an actual or potential party thereto), unless
such compromise, consent or settlement includes an unconditional release of the
indemnified party from all liability in respect of such claim or litigation and
does not subject the indemnified party to any material injunctive relief or
other material equitable remedy.


 


(d)                                 Each
Participating Investor and the Company agree that if, for any reason, the
indemnification provisions contemplated by Sections 4.7(a) or 4.7(b) hereof are
unavailable to or are insufficient to hold harmless an indemnified party in respect
of any Claims referred to therein (other than as a result of the provisos
thereto), then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such Claims in such proportion
as is appropriate to reflect the relative fault of and benefits derived by the
indemnifying party, on the one hand, and the indemnified party, on the other
hand, as well as other equitable considerations.  The amount paid or payable by an indemnified party as a result of
the Claims referred to above shall be deemed to include (subject to the
limitations set forth in Section 4.7(c) hereof) any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action, proceeding or claim.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.


 


ARTICLE
V


 


TAG-ALONG RIGHTS; DRAG-ALONG RIGHTS;

RESTRICTIONS ON TRANSFER AND CONVERSION


 


Section 5.1.                                   Tag-Along
Rights; Drag-Along Rights.  (a)  In the event that Warburg, H&F or GE
proposes to sell, convey, dispose or otherwise transfer Initial Shares (such
party proposing to sell, the “Selling Investor”) in a bona fide
transaction to an un-Affiliated third party, or in a series of related bona
fide transactions to multiple un-Affiliated third parties, and the net proceeds
of such sale are reasonably expected to exceed $50 million (such a transaction,
or series of related transactions, a “Third Party Sale”), such Selling
Investor shall notify the other Investors having rights under this Section 5.1
(each such other Investor, a “Tag-Along Investor”) in writing of such
Third Party Sale, which notice shall set forth the material terms of such Third
Party Sale, including, without limitation, the number of Initial Shares
proposed to be sold and the per share price thereof (the “Third Party Sale
Notice”).  Such Tag-Along Investor
shall have the right, but not the obligation, to participate 


 


27

















 


in such Third Party Sale
with respect to Initial Shares upon providing the Selling Investor written
notice of intent to exercise such right within ten Business Days of the receipt
of Third Party Sale Notice; provided, however, that (i) GE shall have
such rights only (A) if Warburg is the Selling Investor, or (B) if H&F is
the Selling Investor and Warburg shall have exercised its rights to become a
Tag-Along Investor under this Section 5.1, and (ii) Farallon shall have such
rights only (A) if H&F is the Selling Investor, or (B) if Warburg is the
Selling Investor and H&F shall have exercised its rights to become a
Tag-Along Investor under this Section 5.1. 
Such notice shall set forth the number of Initial Shares that such
Tag-Along Investor desires to sell in such Third Party Sale, which such number
shall not exceed that number of Initial Shares equal to the product of (i) the
number of Initial Shares set forth in the Third Party Sale Notice, and (ii) the
quotient of (A) the Retained Investment of such Tag-Along Investor, over (B)
the sum of (I) the Retained Investment of the Selling Investor, and (II) the
Retained Investment of all Tag-Along Investors.  Notwithstanding the foregoing, this Section 5.1 shall not be
applicable to any sale effected in the public markets (including by means of a
“block trade” effected through any registered broker-dealer), or to any
distribution to partners of any partnership in which either Warburg or H&F,
or any of their respective Affiliates, is the general partner.


 


(b)                                 In
the event that Warburg or H&F proposes to become a Selling Investor under
Section 5.1(a), Trident shall have the rights of a Tag-Along Investor under
Section 5.1(a).


 


(c)                                  In
the event that Warburg and/or H&F proposes to sell, convey, dispose or
otherwise transfer Initial Shares representing either 51% of the votes then
entitled to be cast in the election of directors, or 51% of the then outstanding
Common Shares (taking into account Common Shares issuable upon conversion of
the Preference Shares) in a transaction, or in a series of related
transactions, to a single Person or group, Warburg and H&F shall have the
right to require that Trident, and Trident shall have the obligation to,
participate in such transaction, up to a number of Initial Shares then
Beneficially Owned by Trident that shall not exceed that number of Initial
Shares equal to the product of (i) the number of Initial Shares proposed to be
transferred, and (ii) the quotient of (A) the Retained Investment of Trident,
over (B) the sum of (I) the Retained Investment of Warburg and H&F, and
(II) the Retained Investment of Trident and all other Investors participating
in such sale.


 


(d)                                 No
Tag-Along Investor under this Section 5.1 shall be required to assume any
responsibility for any indemnification obligations arising under such Third
Party Sale in excess of the proportion of the number of Initial Shares sold by
such party to the total number of Initial Shares sold in such Third Party Sale;
provided, however, that the limitation provided in this Section
5.1(d) shall not be applicable to any indemnification obligations resulting
from representations or warranties specifically relating to, and made by or on
behalf of, such party.


 


28

















 


Section 5.2.                                   Restrictions
on Transfer.  Until the
earliest to occur of (a) the first anniversary of the Closing, (b) the
occurrence of any event that would cause the Company’s outstanding Class B
Warrants to vest and/or become exercisable, or (c) the completion by the
Company of a registered public offering of Common Shares the net proceeds to
the Company of which exceed $25 million, each of Warburg, H&F, Farallon, GE
and Trident, and each Management Purchaser, agrees that it or he will not sell,
dispose, convey or otherwise transfer any of such Investor’s Initial Shares if,
following the consummation of such sale, the Retained Percentage of such
Investor would be less than 66%; provided, however, that GE and
Farallon shall have the right to sell, dispose, convey or otherwise transfer
Initial Shares to any GE Permitted Transferee or any Farallon Permitted
Transferee, respectively; provided, further, that such GE
Permitted Transferee or such Farallon Permitted Transferee, as the case may be,
shall become a party hereto and agree to be bound by the terms hereof.  The foregoing shall not prohibit any
transfer by a Management Purchaser of his Initial Shares (i) as a bona
fide gift to members of his immediate family, (ii) made to any trust for
the benefit of such Management Purchaser or members of his immediate family or
(iii) to a corporation, limited liability company, limited partnership or
general partnership all of the equity interests are owned by such Management
Purchaser, members of his immediate family and/or one or more trusts described
in clause (ii); provided that the transferee thereof agrees, subject to the
next sentence, not to sell, dispose, convey or otherwise transfer any of the
Initial Shares as to which such Management Purchaser is relying on the
exception provided by this sentence (it being understood that, with respect to
Sound View Partners, L.P. and Otter Capital LLC, references to “Management Purchaser”
in this sentence shall include Robert Clements and John M. Pasquesi,
respectively).  Following the earliest
to occur of clauses (a), (b) or (c) in this Section 5.2, there shall be no
restrictions on transfer of any Initial Shares, except as may be imposed by
applicable law, including by the Securities Act.  Nothing in this Section 5.2 shall be deemed to affect any
disposition of Initial Shares pursuant to the terms of any merger,
consolidation or other business combination transaction, or to the tender of
any Initial Shares into any tender or exchange offer, provided, that
such merger, consolidation or other business combination has been approved by,
or such tender or exchange offer has been recommended to, the shareholders of
the Company by, the Board.


 


Section 5.3.                                   Restrictions
on Conversion. Prior to the receipt of the Requisite Nasdaq
Approval, no Investor shall convert any Preference Share or exercise any Class
A Warrant, if the number of Common Shares to be issued to such Investor upon
such conversion or exercise, together with all Common Shares issued upon prior
conversions or exercise by such holder, would exceed such Investor’s
Permissible Conversion Amount.  An
Investor’s “Permissible Conversion Amount” shall be a number of Common
Shares equal to the product of (a) the total number of Common Shares issuable
to such Investor upon conversion or exercise of all such Investor’s Initial
Shares, and (b) a fraction the numerator of which is (i) (A) the lesser of (x)
the product of .199 times the total number of Common 


 


29

















 


Shares issued and
outstanding on November 19, 2001 and (y) the product of .199 times the total
voting power of the Common Shares issued and outstanding on November 19, 2001,
minus (B) the 140,380 Common Shares issued on November 20, 2001, and the
denominator of which is (ii) the total number of Common Shares issuable upon
conversion or exercise of all Initial Shares. 
Prior to the Receipt of the Requisite Shareholder Approval, each holder
of Preference Shares and Class A Warrants issued under the Subscription
Agreement or the Management Subscription Agreement shall require any transferee
of Preference Shares or Class A Warrants to agree to this restriction, such
that it applies to such transferee as if such transferee had acquired such
securities at Closing, and attributing to such transferee a pro rata portion of
any conversion or exercise by the transferor, prior to such transfer.  Prior to receipt of the Requisite Regulatory
Approval, no Investor shall convert any Preference Shares into Common Shares or
exercise any Class A Warrants unless all necessary approvals for such ownership
of Common Shares have been obtained, it being understood that, subject to
Section 5.2 hereof, this restriction on conversion and exercise shall not
restrict an Investor from converting or exercising and selling, or otherwise
disposing of, the shares received on conversion or exercise in such a manner as
would not result in violation of any applicable regulation.  GE shall not convert any Preference Shares,
or exercise any Class A Warrant, until such time as any required waiting
period, including extensions thereof, under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, shall have expired or been terminated.


 


ARTICLE
VI


 


RESTRICTIONS ON DIVIDENDS AND SHARE REPURCHASES


 


The Company shall
not declare any dividend or make any other distribution on, or in respect of,
any Common Shares, and shall not repurchase any Common Shares, until such time
as the Company has repurchased from Warburg and H&F, in proportion to their
respective Retained Investments at the time of such repurchase, Initial Shares
having an aggregate value of $250 million, at a per share price acceptable to
Warburg and H&F.


 


ARTICLE
VII


 


EFFECTIVENESS AND TERMINATION


 


Section 7.1.                                   Effectiveness.  This Agreement shall take effect immediately
upon the Closing and shall remain in effect until it is terminated pursuant to
Section 7.2 hereof.


 


30

















 


Section 7.2.                                   Termination.  Other than with respect to Article IV hereof
and with respect to the termination provisions specifically elsewhere set forth
in this Agreement as may be applicable to any particular Section of this
Agreement, this Agreement shall terminate upon the earliest to occur of the
following:


 


(a)                                  the
tenth anniversary of the Closing; or


 


(b)                                 mutual
written agreement of the Company, Warburg and H&F at any time to terminate
this Agreement.


 


ARTICLE
VIII


 


MISCELLANEOUS


 


Section 8.1.                                   Injunctive
Relief.  Each party hereto
acknowledges that it would be impossible to determine the amount of damages
that would result from any breach of any of the provisions of this Agreement
and that the remedy at law for any breach, or threatened breach, of any of such
provisions would likely be inadequate and, accordingly, agrees that each other
party shall, in addition to any other rights or remedies which it may have, be
entitled to seek such equitable and injunctive relief as may be available from any
court of competent jurisdiction to compel specific performance of, or restrain
any party from violating, any of such provisions.  In connection with any action or proceeding for injunctive
relief, each party hereto hereby waives the claim or defense that a remedy at
law alone is adequate and agrees, to the maximum extent permitted by law, to
have each provision of this Agreement specifically enforced against it, without
the necessity of posting bond or other security against it, and consents to the
entry of injunctive relief against it enjoining or restraining any breach or
threatened breach of such provisions of this Agreement.


 


Section 8.2.                                   Successors
and Assigns.  This Agreement
shall be binding upon, and shall inure to the benefit of and be enforceable by
the Company, Warburg and H&F, and for the purposes of such provisions
hereof as may be indicated immediately above the signatures of Farallon, GE,
Trident and each Management Purchaser, and their respective successors and
permitted assigns, and no such term or provision is for the benefit of, or
intended to create any obligations to, any other Person, except as otherwise
specifically provided in this Agreement. 
Neither this Agreement nor any rights or obligations hereunder shall be
assignable without the consent of each other party; provided, however,
that in connection with any sale or transfer by Warburg or H&F of any
Investor Shares, the transferee of such Investor Shares may become a party
hereto solely for purposes of Article IV and Sections 3.4, 5.2 and 5.3 hereof
and have the rights of, and be subject to the obligations of, an “Investor”
upon due execution and delivery of a counterpart signature page 


 


31

















 


hereto.  Notwithstanding the foregoing, GE or
Farallon may assign its rights hereunder to any GE Permitted Transferee or any
Farallon Permitted Transferee, respectively, provided such GE Permitted
Transferee or Farallon Permitted Transferee, as the case may be, becomes a
party hereto and agrees to be bound by the terms hereof.


 


Section 8.3.                                   Amendments;
Waiver.  This Agreement may
be amended only by an agreement in writing executed by the parties hereto.  Any party may waive in whole or in part any
benefit or right provided to it under this Agreement, such waiver being
effective only if contained in a writing executed by the waiving party.  No failure by any party to insist upon the
strict performance of any covenant, duty, agreement or condition of this Agreement
or to exercise any right or remedy consequent upon breach thereof shall
constitute a waiver of any such breach or of any other covenant, duty,
agreement or condition, nor shall any delay or omission of any party to
exercise any right hereunder in any manner impair the exercise of any such right
accruing to it thereafter.


 


Section 8.4.                                   Notices.  Except as otherwise provided in this
Agreement, all notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered by hand, when delivered personally or by facsimile
transmission if promptly electronically confirmed, as follows, or as set forth
on the signature page executed by any Investor:


 


If to Company:


 


Arch Capital Group, Ltd.


20 Horseneck Lane


Greenwich, Connecticut 06830


Attention: 
General Counsel


Telephone: 
(203) 862-4300


Fax:  (203)
861-7240


 


with a copy to:


 


Cahill Gordon & Reindel


80 Pine Street


New York, New York 10005


Attention: 
Immanuel Kohn, Esq.


Telephone: 
(212) 701-3000


Fax:  (212)
269-5420


 


32

















 


If to Warburg:


 


c/o Warburg, Pincus Equity Partners, L.P.


466 Lexington Avenue


New York, New York 10017


Attention: 
Scott A. Arenare, Esq.


Telephone: 
(212) 878-0600


Fax:  (212)
878-9200


 


with a copy to:


 


Wachtell, Lipton, Rosen & Katz


51 West 52nd Street


New York, NY 
10019


Attention: 
Andrew R. Brownstein, Esq.


Telephone: 
(212) 403-1000


Fax:  (212)
403-2000


 


If to H&F:


 


c/o Hellman & Friedman LLC


One Maritime Plaza


Suite 1200


San Francisco, CA 94111


Attention: 
Richard M. Levine, Esq.


Telephone: 
(415) 788-5111


Fax:  (415)
788-0176


 


with a copy to:


 


Wachtell, Lipton, Rosen & Katz


51 West 52nd Street


New York, NY 
10019


Attention: 
Patricia A. Vlahakis, Esq.


Telephone: 
(212) 403-1000


Fax:  (212) 403-2000


 


or to such other
address, facsimile number or telephone as either party may, from time to time,
designate in a written notice given in a like manner.


Section 8.5.                                   Applicable Law.  Except to the extent of the applicability of
the Companies Law of Bermuda to this Agreement, this Agreement shall be
governed by and 


 


33

















 


construed in accordance
with the laws of the State of New York with regard to contracts formed and to
be entirely performed within such state without giving effect to principles of
conflicts of law.


 


Section 8.6.                                   Headings.  The descriptive headings of the several
sections in this Agreement are for convenience only and do not constitute a
part of this Agreement and shall not be deemed to limit or affect in any way
the meaning or interpretation of this Agreement.  References to “Sections” and “Articles” herein shall be to the
Sections or Articles of this Agreement, unless the context requires otherwise.


 


Section 8.7.                                   Integration.  This Agreement and the other writings
referred to herein or delivered pursuant hereto which form a part hereof
contain the entire understanding of the parties with respect to its subject
matter.  This Agreement supersedes all prior
agreements and understandings between the parties with respect to its subject
matter.


 


Section 8.8.                                   Severability.  If any term or provision of this Agreement
or any application thereof shall be declared or held invalid, illegal or
unenforceable, in whole or in part, whether generally or in any particular
jurisdiction, such provision shall be deemed amended to the extent, but only to
the extent, necessary to cure such invalidity, illegality or unenforceability,
and the validity, legality and enforceability of the remaining provisions, both
generally and in every other jurisdiction, shall not in any way be affected or
impaired thereby.


 


Section 8.9.                                   Consent
to Jurisdiction.  In
connection with any suit, claim, action or proceeding arising out of this
Agreement, the parties each hereby consent to the in personam jurisdiction of
the United States federal courts and state courts located in the Borough of
Manhattan, City of New York, State of New York; the Company, Warburg and
H&F each agree that service in the manner set forth in Section 8.4 hereof shall
be valid and sufficient for all purposes; and the parties each agree to, and
irrevocably waive any objection based on forum non conveniens or venue, appear
in any United States federal court or state court located in the Borough of
Manhattan, City of New York, State of New York.


 


Section 8.10.                             Counterparts.  This Agreement may be executed by the
parties hereto in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 


34

















 


IN WITNESS
WHEREOF, the parties have caused this Agreement to be duly executed by their
respective authorized officers as of the date set forth at the head of this
Agreement.


 


 


	
   

  	
  ARCH CAPITAL GROUP LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louis T. Petrillo

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Louis T. Petrillo

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and 

  General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HFCP IV (BERMUDA), L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  H&F Investors IV (Bermuda), L.P.,

  its General Partner,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  H&F Corporate Investors IV 

  (Bermuda)Ltd., its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David R. Tunnell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David R. Tunnell

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  H&F INTERNATIONAL
  PARTNERS

  IV-A (BERMUDA), L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  H&F Investors IV (Bermuda), L.P.,

  its General Partner,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  H&F Corporate
  Investors IV

  (Bermuda) Ltd., its General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ David R. Tunnell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David R. Tunnell

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  
						



 


35

















 


	
   

  	
  H&F INTERNATIONAL
  PARTNERS

  IV-B (BERMUDA), L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  H&F Investors IV (Bermuda), L.P.,

  its General Partner,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  H&F Corporate
  Investors IV

  (Bermuda) Ltd., its General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David R. Tunnell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David R. Tunnell

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  H&F EXECUTIVE FUND
  IV (BERMUDA), L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  H&F Investors IV (Bermuda), L.P., 

  its General Partner,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  H&F Corporate
  Investors IV

  (Bermuda) Ltd., its General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David R. Tunnell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David R. Tunnell

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  
						



 


36

















 


	
   

  	
  WARBURG PINCUS
  NETHERLANDS

  INTERNATIONAL PARTNERS I, C.V.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Warburg, Pincus &
  Co.,

  its General Partner,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kewsong Lee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kewsong Lee

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WARBURG PINCUS
  NETHERLANDS

  INTERNATIONAL PARTNERS II, C.V.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Warburg, Pincus &
  Co.,

  its General Partner,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kewsong Lee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kewsong Lee

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WARBURG PINCUS
  (BERMUDA)

  INTERNATIONAL PARTNERS, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Warburg, Pincus
  (Bermuda)

  International Ltd.

  its General Partner,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kewsong Lee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kewsong Lee

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Partner

  	
   

  
						



 


37

















 


	
   

  	
  WARBURG PINCUS
  (BERMUDA)

  PRIVATE EQUITY VIII, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Warburg, Pincus
  (Bermuda)

  Private Equity Ltd.

  its General Partner,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kewsong Lee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kewsong Lee

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Partner

  	
   

  
						



 


38

















 


	
   

  	
  For purposes of
  Articles II, IV and V and

  Section 3.4 hereof:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRIDENT II, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MMC Capital, Inc.,

  as Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Wermuth

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David J. Wermuth

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Principal

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Information for Trident II, L.P.:

  
	
   

  	
   

  
	
   

  	
  c/o Maples and Calder Ugland House

  
	
   

  	
  South Church Street

  
	
   

  	
  George Town Grand Cayman

  
	
   

  	
  Cayman Islands, British West Indies

  
	
   

  	
  Attention: 
  Charles Jennings

  
	
   

  	
  Facsimile: 
  (345) 949-8080

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  c/o MMC Capital, Inc.

  
	
   

  	
  20 Horseneck Lane

  
	
   

  	
  Greenwich, CT 
  06830

  
	
   

  	
  Attention: 
  David Wermuth

  
	
   

  	
  Facsimile: 
  (203) 862-2925

  
						



 


39

















 


	
   

  	
  For purposes of
  Articles II, IV and V and

  Section 3.4 hereof:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MARSH & MCLENNAN
  CAPITAL

  PROFESSIONALS FUND, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MMC Capital, Inc.,

  as Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Wermuth

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David J. Wermuth

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Principal

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Information for Trident II, L.P.:

  
	
   

  	
   

  
	
   

  	
  c/o Maples and Calder Ugland House

  
	
   

  	
  South Church Street

  
	
   

  	
  George Town Grand Cayman

  
	
   

  	
  Cayman Islands, British West Indies

  
	
   

  	
  Attention: 
  Charles Jennings

  
	
   

  	
  Facsimile: 
  (345) 949-8080

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  c/o MMC Capital, Inc.

  
	
   

  	
  20 Horseneck Lane

  
	
   

  	
  Greenwich, CT 
  06830

  
	
   

  	
  Attention: 
  David Wermuth

  
	
   

  	
  Facsimile: 
  (203) 862-2925

  
						



 


40

















 


	
   

  	
  For purposes of
  Articles II, IV and

  V and Section 3.4 hereof:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MARSH & MCLENNAN
  EMPLOYEES’

  SECURITIES COMPANY, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MMC Capital, Inc.,

  as Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Wermuth

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David J. Wermuth

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Principal

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Information for Trident II, L.P.:

  
	
   

  	
   

  
	
   

  	
  c/o Maples and Calder Ugland House

  
	
   

  	
  South Church Street

  
	
   

  	
  George Town Grand Cayman

  
	
   

  	
  Cayman Islands, British West Indies

  
	
   

  	
  Attention: 
  Charles Jennings

  
	
   

  	
  Facsimile: 
  (345) 949-8080

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  c/o MMC Capital, Inc.

  
	
   

  	
  20 Horseneck Lane

  
	
   

  	
  Greenwich, CT 
  06830

  
	
   

  	
  Attention: 
  David Wermuth

  
	
   

  	
  Facsimile: 
  (203) 862-2925

  
						



 


41

















 


	
   

  	
  For purposes of
  Articles II, IV and V and

  Section 3.4 hereof:

  
	
   

  	
   

  
	
   

  	
  FARALLON CAPITAL
  PARTNERS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Farallon Partners,
  L.L.C.,

  its General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Monica R. Landry

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Monica R. Landry

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Information for Farallon Capital Partners,
  L.P.:

  
	
   

  	
   

  
	
   

  	
  c/o Farallon Capital Management, L.L.C.

  
	
   

  	
  One Maritime Plaza

  
	
   

  	
  Suite 1325

  
	
   

  	
  San Francisco, CA 
  94111

  
	
   

  	
  Attention: 
  Mark Wehrly and Sarah Aitcheson

  
	
   

  	
  Telephone: 
  (415) 421-2132

  
	
   

  	
  Facsimile: 
  (415) 421-2133

  
						



 


42

















 


	
   

  	
  For purposes of
  Articles II, IV and V and

  Section 3.4 hereof:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FARALLON CAPITAL
  INSTITUTIONAL

  PARTNERS II, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Farallon Partners,
  L.L.C.,

  its General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Monica R. Landry

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Monica R. Landry

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Information for Farallon Capital

  Institutional Partners II, L.P.:

  
	
   

  	
   

  
	
   

  	
  c/o Farallon Capital Management, L.L.C.

  
	
   

  	
  One Maritime Plaza

  
	
   

  	
  Suite 1325

  
	
   

  	
  San Francisco, CA 
  94111

  
	
   

  	
  Attention: 
  Mark Wehrly and Sarah Aitcheson

  
	
   

  	
  Telephone: 
  (415) 421-2132

  
	
   

  	
  Facsimile: 
  (415) 421-2133

  
						



 


43

















 


	
   

  	
  For purposes of
  Articles II, IV and

  V and Section 3.4 hereof:

  
	
   

  	
   

  
	
   

  	
  FARALLON CAPITAL
  INSTITUTIONAL

  PARTNERS III, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Farallon Partners, L.L.C.,

  its General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Monica R. Landry

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Monica R. Landry

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Notice Information for
  Farallon Capital

  Institutional Partners III, L.P.:

  
	
   

  	
   

  
	
   

  	
  c/o Farallon Capital
  Management, L.L.C.

  
	
   

  	
  One Maritime Plaza

  
	
   

  	
  Suite 1325

  
	
   

  	
  San Francisco, CA  94111

  
	
   

  	
  Attention:  Mark Wehrly and Sarah Aitcheson

  
	
   

  	
  Telephone:  (415) 421-2132

  
	
   

  	
  Facsimile:  (415) 421-2133

  
						



 


44

















 


	
   

  	
  For purposes of
  Articles II, IV and V and

  Section 3.4 hereof:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RR CAPITAL PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Farallon Partners,
  L.L.C.,

  its General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Monica R. Landry

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Monica R. Landry

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Information for RR Capital Partners, L.P.:

  
	
   

  	
   

  
	
   

  	
  c/o Farallon Capital Management, L.L.C.

  
	
   

  	
  One Maritime Plaza

  
	
   

  	
  Suite 1325

  
	
   

  	
  San Francisco, CA 
  94111

  
	
   

  	
  Attention: 
  Mark Wehrly and Sarah Aitcheson

  
	
   

  	
  Telephone: 
  (415) 421-2132

  
	
   

  	
  Facsimile: 
  (415) 421-2133

  
						



 


45

















 


	
   

  	
  For purposes of Articles
  II, IV and V and

  Section 3.4 hereof:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INSURANCE PRIVATE
  EQUITY

  INVESTORS, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GE Asset Management Incorporated,

  its Manager,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick McNeela

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Patrick McNeela

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Information for Insurance Private Equity

  Investors, L.L.C.:

  
	
   

  	
   

  
	
   

  	
  c/o GE Asset Management Incorporated

  
	
   

  	
  3003 Summer Street

  
	
   

  	
  Stamford, CT 
  06905

  
	
   

  	
  Attention: 
  Michael M. Pastore, Esq.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  For purposes of Articles
  II, IV and V and

  Section 3.4 hereof:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ORBITAL HOLDINGS, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lorraine Hliboki

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Lorraine Hliboki

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Notice Information for Orbital Holdings, Ltd.:

  
	
   

  	
   

  
	
   

  	
  c/o GE Capital

  
	
   

  	
  120 Longridge Rd.

  
	
   

  	
  Stamford, CT 
  06927

  
						



 


46

















 


	
   

  	
  For purposes of
  Article IV and Sections 3.4, 5.2

  and 5.3 hereof:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOUND VIEW PARTNERS LP

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Robert Clements,

  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Clements

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert Clements

  	
   

  
	
   

  	
   

  	
  Title:

  	
  General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Information for Sound View Partners LP:

  
	
   

  	
   

  
	
   

  	
  c/o Arch Capital Group Ltd.

  
	
   

  	
  20 Horseneck Lane

  
	
   

  	
  Greenwich, CT 
  06830

  
	
   

  	
  Attention: 
  Robert Clements

  
	
   

  	
  Facsimile: 
  (203) 625-8366

  
						



 


47

















 


	
   

  	
  For purposes of
  Article IV and Sections 3.4, 5.2

  and 5.3 hereof:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OTTER CAPITAL LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  John Pasquesi,

  its Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Pasquesi

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John Pasquesi

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Information for Otter Capital LLC:

  
	
   

  	
   

  
	
   

  	
  One Maritime Plaza, 12th Floor

  
	
   

  	
  San Francisco, CA 
  94111

  
	
   

  	
  Attention: 
  John Pasquesi

  
	
   

  	
  Facsimile: 
  (415) 788-0176

  
						



 


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  For purposes of
  Article IV and Sections 3.4, 5.2

  and 5.3 hereof:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PETER A. APPEL

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter A. Appel

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Peter A. Appel

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Information for Peter A. Appel:

  
	
   

  	
   

  
	
   

  	
  c/o Arch Capital Group Ltd.

  
	
   

  	
  20 Horseneck Lane

  
	
   

  	
  Greenwich, CT 
  06830

  
	
   

  	
  Attention: 
  Robert Clements

  
	
   

  	
  Facsimile: 
  (203) 625-8366

  



 


49

















 


	
   

  	
  For purposes of
  Article IV and Sections 3.4, 5.2

  and 5.3 hereof:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PAUL B. INGREY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul B. Ingrey

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul B. Ingrey

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Information for Paul B. Ingrey:

  
	
   

  	
   

  
	
   

  	
  c/o Arch Reinsurance Ltd.

  
	
   

  	
  Wessex House

  
	
   

  	
  45 Reid Street

  
	
   

  	
  Hamilton HM 12

  
	
   

  	
  Bermuda

  
	
   

  	
  Attention:  Paul B. Ingrey

  
	
   

  	
  Facsimile: 
  (441) 296-8241

  
					



 


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  For purposes of
  Article IV and Sections 3.4, 5.2

  and 5.3 hereof:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DWIGHT R. EVANS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dwight R. Evans

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dwight R. Evans

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Notice Information for Dwight R. Evans:

  
	
   

  	
   

  
	
   

  	
  8 Kent Place

  
	
   

  	
  Westfield, NJ 
  07090

  
	
   

  	
  Attention: 
  Dwight R. Evans

  



 


51

















 


	
   

  	
  For purposes of
  Article IV and Sections 3.4, 5.2

  and 5.3 hereof:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MARC GRANDISSON

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc Grandisson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Marc Grandisson

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Information Marc Grandisson:

  
	
   

  	
   

  
	
   

  	
  c/o Arch Reinsurance Ltd.

  
	
   

  	
  Wessex House

  
	
   

  	
  45 Reid Street

  
	
   

  	
  Hamilton HM 12

  
	
   

  	
  Bermuda

  
	
   

  	
  Attention: 
  Marc Grandisson

  
	
   

  	
  Facsimile: 
  (441) 296-8241

  
					



 


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