Exhibit
10.6.11


 


ARCH
CAPITAL GROUP LTD.

Amendment No. 1 to Restricted Share Agreement


 


Reference is made to the Restricted Share Agreement (“Agreement”),
dated as of January 18, 2002, between Arch Capital Group Ltd., a Bermuda
company (the “Company”) and John D. Vollaro (the “Employee”).  This Amendment No. 1 (“Amendment”) to
the Agreement is made as of March 19, 2003. 
Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed thereto in the Agreement.


 


WHEREAS, the Employee has been granted certain
Restricted Shares pursuant to the Agreement; and


 


WHEREAS, the Company has agreed to amend the Agreement
with respect to the vesting of the Restricted Shares as set forth in this
Amendment.


 


NOW, THEREFORE, in consideration of the premises and
mutual covenants contained herein, the parties hereto agree as follows.


 


1.             Amendment.  The parties agree that the
first paragraph of Section 2(a) and Section 2(b) of the Agreement shall be
amended and restated as follows:


 


“(a)         Vesting of Award.  Subject to Section 2(b) below and the
other terms and conditions of this Agreement, this Award shall become vested on
the fifth anniversary of the date hereof. 
Unless otherwise provided by the Company, all dividends and other
amounts receivable in connection with any adjustments to the Shares under
Section 4(c) of the Plan shall be subject to the vesting schedule in this
Section 2(a).  Notwithstanding the
foregoing, if (i) a Change in Control occurs and (ii) within two years
following such Change in Control, the employment of the Employee is terminated
(x) by the Company not for Cause or (y) the Employee terminates his or her
employment with the Company for Good Reason (as defined in the Employment
Agreement), then the Restricted Shares shall become immediately vested in full
upon such termination of employment.  In
the event the employment of Employee is terminated at any time (a) for
Permanent Disability (as defined in the Employment Agreement between the
Employee and the Company, dated as of January 18, 2002 (the “Employment
Agreement”) or (b) by reason of the Employee’s death, then the Restricted
Shares shall become immediately vested in full upon such termination of
employment.”


 


“(b)         Termination of Service; Forfeiture
of Unvested Shares.  Except as
otherwise set forth in Section 2(a) above, in the event the Employee
ceases to be an employee of the Company prior to the date the Restricted Shares
otherwise become vested due to termination (A) by the Company not for Cause (as
defined in the Employment Agreement), (B) by the Employee for Good Reason (as
defined in the Employment Agreement), or (C) by reason of the Company’s
provision of written notice not to extend the Employment


 

















 


Period under Section 5.01 of the Employment Agreement, a pro rata number
of Restricted Shares subject to the Award shall become vested in full at the
time of such termination of service determined by multiplying the total number
of Restricted Shares subject to the Award by a fraction, the numerator of which
is the number of months or part of a month elapsed since the date hereof and
the denominator of which is 60; provided, however, that in the
case of a termination by the Company not for Cause or by the Employee for Good
Reason, the Restricted Shares subject to the Award shall not be transferable
prior to the fifth anniversary of the date hereof, except that a number of
Shares having a fair market value equal to the amount of any income and
employment taxes imposed upon vesting of the Restricted Shares shall be
transferable upon such termination solely for the purpose of funding any such
income and employment taxes.  If the
Employee ceases to be an Employee of the Company for any other reason prior to
the date the Restricted Shares become vested, the Award shall be forfeited by
the Employee and become the property of the Company.  For purposes of this Agreement, service with any of the Company’s
Subsidiaries (as defined in the Plan) shall be considered to be service with
the Company.”


 


The parties agree that the amendments set forth in
this Amendment shall be the only amendments and modifications to the Agreement,
and all other terms of the Agreement shall remain unchanged.


 


2.             Notices.  Any notice required or
permitted to be given under this Amendment shall be in writing and shall be
deemed to have been given when delivered personally or by courier, or sent by
certified or registered mail, postage prepaid, return receipt requested, duly
addressed to the party concerned at the address indicated below or to such
changed address as such party may subsequently by similar process give notice
of:


 


If to the Company:


 


Arch Capital Group Ltd.

Wessex House


45 Reid Street


Hamilton HM 12 Bermuda


Attn: 
President


 


With a copy to:


 


Arch Capital Services Inc.  

20 Horseneck Lane

Greenwich, CT  06830

Attn.: General Counsel


 


If to the Employee:


 


To the last address delivered to the Company by the 

Employee in the manner set forth herein.


 


2

















 


3.             Governing Law.  This Agreement shall be
governed by and construed in accordance with the laws of Bermuda, without
giving effect to principles of conflict of laws.


 


4.             Entire Agreement.  This Agreement and the Plan constitute the entire agreement among
the parties relating to the subject matter hereof, and any previous agreement
or understanding among the parties with respect thereto is superseded by this
Agreement and the Plan.


 


5.             Counterparts.  This Agreement may be
executed in two counterparts, each of which shall constitute one and the same
instrument.


 


3

















 


IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.


 


	
   

  	
   

  	
   

  	
  ARCH
  CAPITAL GROUP LTD.

  	 

	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Peter A. Appel

  	
   

  	 

	
   

  	
   

  	
   

  	
  Name: Peter A. Appel

  	 

	
   

  	
   

  	
   

  	
  Title: President and Chief Executive Officer

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
  EMPLOYEE

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
  /s/ John D. Vollaro

  	
   

  	 

	
   

  	
   

  	
   

  	
  John D. Vollaro

  	
   

  
								



 


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