IN THE STOCK OPTION AGREEMENT ATTACHED HERETO AS EXHIBIT A.
ON NOVEMBER
15, 2005, THE COMPANY PREVIOUSLY GRANTED TO THE EXECUTIVE 50,000 RESTRICTED
COMMON SHARES OF THE COMPANY ON THE TERMS SET FORTH IN THE RESTRICTED STOCK
AGREEMENT ATTACHED HERETO AS EXHIBIT B."
5.
SECTION 5.01 shall be hereby amended and restated as follows:
"SECTION 5.01.
TERM.
THE EMPLOYMENT PERIOD WILL TERMINATE ON DECEMBER 31,
2008; PROVIDED THAT (A) THE EMPLOYMENT PERIOD SHALL TERMINATE PRIOR TO SUCH DATE
UPON THE EXECUTIVE'S DEATH OR PERMANENT DISABILITY, (B) THE EMPLOYMENT PERIOD
MAY BE TERMINATED BY THE COMPANIES FOR ANY REASON PRIOR TO SUCH DATE, AND (C)
THE EMPLOYMENT PERIOD MAY BE TERMINATED BY THE EXECUTIVE AT ANY TIME PRIOR TO
SUCH DATE, IF SUCH TERMINATION SHALL BE FOR GOOD REASON.
IN ADDITION, THIS
AGREEMENT WILL BE AUTOMATICALLY EXTENDED ON THE SAME TERMS AND CONDITIONS FOR
SUCCESSIVE ONE YEAR PERIODS FOLLOWING THE ORIGINAL TERM UNTIL EITHER THE
COMPANIES OR THE EXECUTIVE, AT LEAST SIXTY (60) DAYS PRIOR TO THE EXPIRATION OF
THE ORIGINAL TERM OR ANY EXTENDED TERM, SHALL GIVE WRITTEN NOTICE OF THEIR
INTENTION NOT TO RENEW THE AGREEMENT."
6.
SECTION 5.02 shall be hereby amended as follows:
The phrase "third anniversary of the date hereof" shall be hereby replaced by
the following:
"original term."
7.
SECTION 5.03 shall be hereby amended as follows:
The phrase "third anniversary of the date hereof" shall be hereby replaced by
the following:
"original term."
8.
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:
John D. Vollaro
Title:
Executive Vice President and CFO
ARCH REINSURANCE LTD.
By:
/s/ Tim Peckett
Printed Name:
Tim Peckett
Title:
General Counsel
/s/ Marc Grandisson
Marc Grandisson
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