Exhibit 10.3


 


AMENDMENT TO EMPLOYMENT AGREEMENT


 


Amendment (“Amendment”),
dated August 1, 2003, to the Employment Agreement, dated as of
December 20, 2001 (“Agreement”), among, Arch Capital Group Ltd., a
Bermuda company (“Parent”), Arch Capital Group (U.S.) Inc., a Delaware
corporation (“Arch-US”), and Constantine Iordanou (the “Executive”).  Capitalized terms used without definition
herein have the meanings given to them in the Agreement.


 


WHEREAS, the Executive
has been appointed by the Board of Parent to serve as the President and Chief
Executive Officer of Parent, effective August 1, 2003; and, in that
connection, Executive has been issued a work permit by the Bermuda government
authorities;


 


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


 


1.                   Parent
hereby assumes all of Arch-US’s rights and obligations under the Agreement; all
references in the Agreement to (i) the “Company” shall be to Parent and (ii)
the “Companies” shall be to Parent and its Subsidiaries; and Arch-US is
released from all of its obligations under the Agreement.


 


2.                   The
first sentence of Section 3.01 shall be amended and restated in its entirety as
follows:


 


During the Employment Period, the Executive shall
serve as President and Chief Executive Officer of the Company and shall have
such responsibilities, powers and duties as may from time to time be prescribed
by the Board of Directors of the Company; provided that such responsibilities, powers
and duties are substantially consistent with those customarily assigned to
individuals serving in such position at comparable companies.


 


3.                   The
following new sections shall be hereby added at the end of Article 3:


 


SECTION 3.03.  Work
Permits.  The Executive shall
use his best efforts to obtain, maintain and renew suitable (for the purposes
of the Executive’s contemplated employment by the Company) work permit by the
Bermuda government authorities and any other permits required by any Bermuda
government authority.  The Company shall
be responsible for all permit fees.


 


SECTION 3.04.  Work
Location.  While employed by
the Company hereunder, the Executive shall perform his duties at the offices of
the Company in Bermuda.  The Executive
shall travel to such places outside of Bermuda on the business of the Company
in such manner and on such occasions as his duties may require.  There are currently no disciplinary or grievance
procedures in place, there is no collective agreement in place, and there is no
probationary period.


 


SECTION 3.05.  Relocation.  The Company shall reimburse the
Executive for all reasonable expenses incurred by him (i) in relocating his
household items to 


 

















 


Bermuda; (ii) in establishing his residence in Bermuda, including costs
of temporary housing, leasing or brokerage fees and commissions, and
transportation from the United States and within Bermuda; and (iii) upon the
termination of Executive’s employment for any reason, for the cost of
relocating all of his household items to the United States, and airfare for
Executive and his family to return to the United States, in each case, subject
to the Company’s requirements with respect to reporting and documentation of
such expenses.


 


4.                   The
second sentence of Section 4.01 shall be hereby replaced by the following:


 


“The
Base Salary shall be payable monthly on the 15th day of each month,
two weeks in arrears and two weeks in advance. 
Normal hours of employment are 8:30 a.m. to 5:00 p.m., Monday through
Friday.  The Base Salary has been
computed to reflect that the Executive’s duties are likely, from time to time,
to require more than the normal hours per week and the Executive shall not be
entitled to receive nay additional remuneration for work outside normal hours.”


 


5.                   SECTION
4.03. shall be hereby amended and restated as follows:


 


“SECTION
4.03.  Benefits.  In addition to the Base Salary, and any bonuses
payable to the Executive pursuant to this Agreement, the Executive shall be
entitled to the following benefits during the Employment Period:


 


(a)                such major
medical, life insurance and disability insurance coverage as is, or may during
the Employment Period, be provided generally for other senior executive
officers of the Company as set forth from time to time in the applicable plan documents;


 


(b)               in addition to the
usual public holidays and eight (8) paid days off for sick leave, a maximum of
four (4) weeks of paid vacation annually during the term of the Employment
Period (Section 11 of the Bermuda Employment Act 2000 shall otherwise not
apply to the Executive’s employment hereunder);


 


(c)                benefits under any
plan or arrangement available generally for the senior executive officers of
the Company, subject to and consistent with the terms and conditions and
overall administration of such plans as set forth from time to time in the
applicable plan documents;


 


(d)               the cost of
preparation of annual tax returns and associated tax planning (up to a maximum
of $7,500 annually), and an amount equal to the excess, if any, of the amount
of income and employment taxes payable by Executive to Bermuda, New York and
any other governmental taxing authority over the amount that would have been
payable by Executive had he resided in New York for the entire calendar year;
and


 


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(e)                other fringe
benefits customarily provided to similarly situated senior executives residing
in Bermuda.”


 


6.                   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 New York, without giving effect to
principles of conflict of laws, and may be executed in two counterparts, each
of which shall constitute one and the same instrument.


 


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


 


	
   

  	
  ARCH
  CAPITAL GROUP LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Robert Clements

  
	
   

  	
  Printed
  Name:

  	
    Robert
  Clements

  
	
   

  	
  Title:

  	
    Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ARCH
  CAPITAL GROUP (U.S.) INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Robert Clements

  
	
   

  	
  Printed
  Name:

  	
    Robert
  Clements

  
	
   

  	
  Title:

  	
    Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
     /s/ Constantine Iordanou

  
	
   

  	
  Constantine
  Iordanou

  
							



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