FOR INCOME, EMPLOYMENT, SOCIAL SECURITY OR OTHER TAXES.
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7.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE PRINCIPLES OF
CONFLICT OF LAWS THEREOF.
8.
THIS NON-CORE BUSINESS PAYMENT AGREEMENT AND THE AGREEMENT
BETWEEN THE EXECUTIVE AND THE COMPANY OF EVEN DATE HEREWITH REPRESENT THE
COMPLETE AGREEMENT BETWEEN THE EXECUTIVE AND THE COMPANY CONCERNING THE SUBJECT
MATTER IN SUCH AGREEMENTS, AND THEY SUPERSEDE ALL PRIOR AGREEMENTS OR
UNDERSTANDINGS, WRITTEN OR ORAL.
THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED
OTHERWISE THAN BY A WRITTEN AGREEMENT EXECUTED BY THE PARTIES HERETO OR THEIR
RESPECTIVE SUCCESSORS AND LEGAL REPRESENTATIVES.
9.
EACH OF THE PARAGRAPHS CONTAINED IN THIS AGREEMENT SHALL BE
ENFORCEABLE INDEPENDENTLY OF EVERY OTHER PARAGRAPH IN THIS AGREEMENT, AND THE
INVALIDITY OR UNENFORCEABILITY OF ANY PARAGRAPH SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE ANY OTHER PARAGRAPH CONTAINED IN THIS AGREEMENT.
10.
THE COMPANY WILL REQUIRE ANY SUCCESSOR OR ASSIGNEE, WHETHER DIRECT
OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE, OF ALL, OR
SUBSTANTIALLY ALL, OF THE BUSINESS AND/OR ASSETS OF THE COMPANY TO ASSUME AND
AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THAT
THE COMPANY WOULD BE REQUIRED TO PERFORM IT IF SUCH SUCCESSION OR ASSIGNMENT HAD
NOT TAKEN PLACE.
11.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY
THE EXECUTIVE'S PERSONAL AND LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS,
HEIRS, DISTRIBUTEES, DEVISEES AND LEGATEES.
IF THE EXECUTIVE DIES WHILE ANY
AMOUNTS ARE STILL PAYABLE TO HIM
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HEREUNDER, ALL SUCH AMOUNTS, UNLESS OTHERWISE PROVIDED HEREIN, SHALL BE PAID IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO THE EXECUTIVE'S DEVISEE, LEGATEE,
OR OTHER DESIGNEE OR, IF THERE BE NO SUCH DESIGNEE, TO THE EXECUTIVE'S ESTATE.
The parties to this Agreement have executed this Agreement on the day and year
first written above.
ARCH CAPITAL GROUP LTD.
By:
/s/ Robert Clements
Name:
Robert Clements
Title:
Chairman
PETER APPEL
/s/ Peter Appel
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