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Exhibit 10.6.7  


 
 

ARCH CAPITAL GROUP LTD.    
  


 
 

Amended and Restated
  Restricted Share Agreement    
  



        THIS
AGREEMENT, dated as of October 23, 2001, between Arch Capital Group Ltd. (the "Company"), a Bermuda company, and Paul B. Ingrey (the "Employee"). 


        WHEREAS,
the Employee has been granted the following award in connection with his retention as an employee and as compensation for services to be rendered; and the following terms
reflect the Company's Long Term Incentive Plan For New Employees (as amended, the "Plan"); 


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



        1.    Award of Shares. Pursuant to the provisions of the Plan, the terms of which are incorporated herein by reference, the
Employee is hereby awarded 422,407 Restricted Shares (the "Award"), subject to the terms and conditions herein set forth. Capitalized terms used herein and not defined shall have the meanings set
forth in the Plan. In the event of any conflict between this Agreement and the Plan, the Plan shall control. 


        2.    Terms and Conditions. It is understood and agreed that the Award of Restricted Shares evidenced hereby is subject to the
following terms and conditions: 



        (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 third 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). 


        (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 (i) due to his death or Permanent Disability (as defined in the
Employment Agreement, among the Employee, the Company and Arch Reinsurance Ltd., dated as of October 23, 2001 (the "Employment Agreement")), or (ii) due to termination
(A) by the Company not for Cause (as defined in the Employment Agreement) or (B) by the Employee for Good Reason (as defined in the Employment Agreement), the Restricted Shares subject
to the Award shall become vested in full at the time of such termination of service; 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 third 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. For purposes of the preceding sentence, income and employment taxes shall be computed at the highest marginal rates in the jurisdictions in which the
Employee is subject to tax at the time of vesting. 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. 


        (c)  Certificates. Each certificate issued in respect of Restricted Shares awarded hereunder shall be deposited with the
Company, or its designee, together with, if requested by the Company, a stock power executed in blank by the Employee, and shall bear a legend disclosing the 






 





restrictions on transferability imposed on such Restricted Shares by this Agreement (the "Restrictive Legend"). Upon the vesting of Restricted Shares pursuant to Section 2(a) hereof and the
satisfaction of any withholding tax liability pursuant to Section 5 hereof, the certificates evidencing such vested Shares, not bearing the Restrictive Legend, shall be delivered to the
Employee. 


        (d)  Rights of a Stockholder. Prior to the time a Restricted Share is fully vested hereunder, the Employee shall have no right
to transfer, pledge, hypothecate or otherwise encumber such Restricted Share. During such period, the Employee shall have all other rights of a stockholder, including, but not limited to, the right to
vote and to receive dividends (subject to Section 2(a) hereof) at the time paid on such Restricted Shares. 



        (e)  No Right to Continued Employment. This Award shall not confer upon the Employee any right with respect to continuance of
employment by the Company nor shall this Award interfere with the right of the Company to terminate the Employee's employment at any time. 




        3.    Transfer of Shares. The Shares delivered hereunder, or any interest therein, may be sold, assigned, pledged, hypothecated,
encumbered, or transferred or disposed of in any other manner, in whole or in part, only in compliance with the terms, conditions and restrictions as set forth in the governing instruments of the
Company, applicable United States federal and state securities laws or any other applicable laws or regulations and the terms and conditions hereof. 


        4.    Expenses of Issuance of Shares. The issuance of stock certificates hereunder shall be without charge to the Employee. The
Company shall pay, and indemnify the Employee from and against any issuance, stamp or documentary taxes (other than transfer taxes) or charges imposed by any governmental body, agency or official
(other than income taxes) or by reason of the issuance of Shares. 


        5.    Withholding. No later than the date of vesting of the Award granted hereunder, the Employee shall pay to the Company or
make arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld upon the vesting of such Award and the Company shall,
to the extent permitted or required by law, have the right to deduct from any payment of any kind otherwise due to the Employee, federal, state and local taxes of any kind required by law to be
withheld upon the vesting of such Award. 


        6.    References. References herein to rights and obligations of the Employee shall apply, where appropriate, to the Employee's
legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Agreement. 



        7.    Notices. Any notice required or permitted to be given under this Agreement 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. 
 Executive Offices: 

20 Horseneck Lane Greenwich, CT 06830 

Attn.: Secretary 




If
to the Employee: 



To
the last address delivered to the Company by the Executive in the manner set forth herein. 





        8.    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. 


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        9.    Entire Agreement. This Agreement and the Plan constitutes 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. 



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


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



	 	 	ARCH CAPITAL GROUP LTD.
	

 	
 	

By:	
 	

/s/  LOUIS PETRILLO          
 Name: Louis Petrillo

Title: Senior Vice President,

General Counsel and Secretary
	

 	
 	

 	
 	

/s/  PAUL B. INGREY          
 Paul B. Ingrey




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ARCH CAPITAL GROUP LTD.

Amended and Restated Restricted Share Agreement