EXHIBIT 10.2


 


AMENDMENT TO
EMPLOYMENT AGREEMENT


 


Amendment (“Amendment”),
dated May 21, 2008, to the letter agreement of employment, dated as of May 27,
2005 (the “Agreement”), between Arch Capital Group Ltd., a Bermuda
company (the “Company”), and W. Preston Hutchings (the “Executive”).  Capitalized terms used without definition
herein have the meanings given to them in the Agreement.


 


NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties have agreed to amend the Agreement as follows:


 


1.               The following shall
be hereby added at the end of paragraph 4 of the Agreement as follows:


 


“In the event that the Executive’s employment shall be terminated by
the Company not for Cause (as defined in the Company’s Incentive Compensation
Plan) or by the Executive for Good Reason (as defined below), the Company shall
pay to the Executive an amount equal to the Executive’s annual base salary for
a period of twelve (12) months, provided the Executive shall be entitled to such
payments only if the Executive has not breached and does not breach the
provisions of paragraphs 7 and 8 of the Agreement and the Executive has entered
into a general release of claims reasonably satisfactory to the Company on or
before the date that is fifty (50) days following the date of termination and
does not revoke such release prior to the end of the statutory seven (7) day
revocation period.  Such amounts
will be paid in twelve (12) equal installments, the first two (2) of which
shall be paid on the date that is two (2) months following the date of
termination and the next ten (10) of which will be paid in ten (10) equal
monthly installments commencing on the date that is three (3) months
following the date of termination and continuing on each of the next nine (9) monthly
anniversaries of the date of termination.


 


‘Good Reason’ means, without the Executive’s written
consent and subject to the timely notice requirement and the Company’s opportunity
to cure set forth below, (a) the material diminution of any material
duties or responsibilities of the Executive; or (b) a material reduction
in the Executive’s annual base salary.


 


It shall be a condition precedent to the Executive’s
right to terminate employment for Good Reason that (i) the Executive shall
first have given the Company written notice that an event or condition
constituting Good Reason has occurred within ninety (90) days after such
occurrence, and any failure to give such written notice within such period will
result in a waiver by the Executive of his right to terminate for Good Reason
as a result of such event or condition, and (ii) a period of thirty (30)
days from and after the giving of such written notice shall have elapsed
without the Company having effectively cured or remedied such occurrence during
such 30-day


 

















 


period, unless such occurrence cannot be cured or
remedied within thirty (30) days, in which case the period for remedy or cure
shall be extended for a reasonable time (not to exceed an additional fifteen
(15) days) provided that the Company has made and continues to make a diligent
effort to effect such remedy or cure.


 


Notwithstanding any provision hereof to the
contrary, in order for the Executive to terminate the Employment Period for
Good Reason, such termination of employment must occur no later than sixty (60)
days after the date the Executive gives written notice in accordance with the
above provisions to the Company of the occurrence of the event or condition
that constitutes Good Reason.”


 


2.               All other provisions of the
Agreement shall remain in full force and effect.  This amendment shall be governed by and
construed in accordance with the laws of Bermuda, without giving effect to
principles of conflict of laws, and may be executed in two or more counterparts,
each of which shall constitute one and the same instrument.


 


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IN WITNESS WHEREOF, the parties hereto have executed
this Amendment as of the date and year first above written.


 


	
   

  	
  ARCH CAPITAL GROUP LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ John D.
  Vollaro

  
	
   

  	
  Printed Name:

  	
   /s/ John D.
  Vollaro

  
	
   

  	
  Title: 

  	
   EVP &
  CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   /s/ W.
  Preston Hutchings

  
	
   

  	
  W.
  Preston Hutchings

  
					



 


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