EXHIBIT 10.2
AMENDMENT TO RETENTION AGREEMENT
WHEREAS, Arch Capital Group Ltd., a Bermuda company (the "COMPANY"), and
Arch Capital Group (U.S.) Inc., a Delaware corporation and a wholly owned
subsidiary of the Company (the "SUBSIDIARY"), entered into a retention agreement
(the "AGREEMENT"), dated as of January 4, 2002, with Xxxxxx Xxxxxxxx (the
"DIRECTOR"); and 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,
effective as of January 1, 2003:
1. Section 2(a) of the Agreement shall be amended and restated in its
entirety as follows:
"Compensation for the Director's services shall be at an annual
compensation rate equal to 50% of the then annual base salary of the
Chief Executive Officer of the Company. The Director may also receive
an annual cash bonus to be determined by the Board."
2. Section 2(b) of the Agreement shall be amended and restated in its
entirety as follows:
"Such annual compensation for each year shall be payable in cash on a
semi-monthly basis."
3. Section 2(c) of the Agreement shall be deleted, and the phrase "of the
Share Portion and Cash Portion" shall be deleted from Section 2(d) of
the Agreement.
4. All other provisions of the Agreement shall remain in full force and
effect. This amendment may be executed in two or more counterparts, each of
which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this agreement on April
10, 2003.
ARCH CAPITAL GROUP LTD.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
ARCH CAPITAL GROUP (U.S.) INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice Chairman
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
