0001047469-03-011134 Sample Contracts

SHAREHOLDERS AGREEMENT BY AND AMONG THE SHAREHOLDERS SIGNATORY HERETO AND ARCH CAPITAL GROUP LTD. DATED AS OF NOVEMBER 20, 2001 CONFORMED TO REFLECT AMENDMENTS DATED JANUARY 3, 2002, MARCH 15, 2002 AND SEPTEMBER 16, 2002
Shareholders Agreement • March 31st, 2003 • Arch Capital Group LTD • Fire, marine & casualty insurance • New York

SHAREHOLDERS AGREEMENT, dated as of November 20, 2001 (this “Agreement”), by and among ARCH CAPITAL GROUP LTD., a company registered under the laws of Bermuda (the “Company”), WARBURG PINCUS (BERMUDA) PRIVATE EQUITY VIII, L.P., a limited partnership organized under the laws of Bermuda, WARBURG PINCUS (BERMUDA) INTERNATIONAL PARTNERS, L.P., a limited partnership organized under the laws of Bermuda, WARBURG PINCUS NETHERLANDS INTERNATIONAL PARTNERS I, C.V., an entity organized under the laws of the Netherlands, WARBURG PINCUS NETHERLANDS INTERNATIONAL PARTNERS II, C.V., an entity organized under the laws of the Netherlands (each, a “Warburg Purchaser,” and collectively, “Warburg”), HFCP IV (BERMUDA), L.P., a limited partnership organized under the laws of Bermuda, H&F INTERNATIONAL PARTNERS IV-A (BERMUDA), L.P., a limited partnership organized under the laws of Bermuda, H&F INTERNATIONAL PARTNERS IV-B (BERMUDA), L.P., a limited partnership organized under the laws of Bermuda, and H&F EXE

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT AMENDMENT NO.2
Letter of Credit and Reimbursement Agreement • March 31st, 2003 • Arch Capital Group LTD • Fire, marine & casualty insurance • Connecticut

Amendment Agreement No. 2 (the “Amendment”), dated as of November 27, 2002, to the Letter of Credit and Reimbursement Agreement, dated as of April 17, 2002 (the “Agreement”), among Arch Reinsurance Ltd. as Obligor, Arch Reinsurance Company as Obligor, Alternative Re Limited as Obligor, Arch Insurance Company (formerly known as First American Insurance Company) as Obligor and Fleet National Bank, as Lender. Unless otherwise indicated, all capitalized terms used herein shall have the meanings set forth in the Agreement.

ARCH CAPITAL GROUP LTD. Non-Qualified Stock Option Agreement
Qualified Stock Option Agreement • March 31st, 2003 • Arch Capital Group LTD • Fire, marine & casualty insurance • New York

FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Arch Capital Group Ltd. (the “Company”), a Bermuda company, hereby grants to Dwight Evans, an employee of a subsidiary of the Company on the date hereof (the “Option Holder”), the option to purchase common shares, $0.01 par value per share, of the Company (“Shares”), upon the following terms:

LEASE between BFP ONE LIBERTY PLAZA CO. LLC, Landlord and ARCH INSURANCE COMPANY, Tenant September 26, 2002 PREMISES: One Liberty Plaza New York, New York The Entire Fifty-Third (53rd) Floor
Disturbance and Attornment Agreement • March 31st, 2003 • Arch Capital Group LTD • Fire, marine & casualty insurance • New York

LEASE, dated September 26, 2002, between BFP ONE LIBERTY PLAZA CO. LLC having an office at c/o Brookfield Financial Properties, Inc., One Liberty Plaza, 165 Broadway, New York, New York 10006 (herein called “Landlord”), and ARCH INSURANCE COMPANY, a Missouri corporation, having an office at 110 William Street, New York, New York 10038 (herein called “Tenant”).

SUB-SUBLEASE AGREEMENT
Sub-Sublease Agreement • March 31st, 2003 • Arch Capital Group LTD • Fire, marine & casualty insurance • New York

THIS SUB-SUBLEASE AGREEMENT (hereinafter referred to as this “Sub-Sublease”) is made as of the 31st day of December, 2002 by and between FOLKSAMERICA REINSURANCE COMPANY, a New York corporation having an office at One Liberty Plaza, New York, New York 10006 (hereinafter referred to as “Sub-Sublandlord”) and ARCH INSURANCE COMPANY, a Missouri corporation having an office at One Liberty Plaza, New York, New York 10006 (hereinafter referred to as “Sub-Subtenant”).

SUBSCRIPTION AGREEMENT BY AND BETWEEN THE PURCHASERS SIGNATORY HERETO AND ARCH CAPITAL GROUP LTD. DATED AS OF OCTOBER 24, 2001 CONFORMED TO REFLECT AMENDMENTS DATED NOVEMBER 20, 2001, JANUARY 3, 2002, MARCH 15, 2002 AND JANUARY 20, 2003
Subscription Agreement • March 31st, 2003 • Arch Capital Group LTD • Fire, marine & casualty insurance • New York

This Agreement (this “Agreement”) is made as of October 24, 2001 by and between Arch Capital Group Ltd., a company organized under the laws of Bermuda (the “Company”), and each of the Purchasers named below (each, a “Purchaser” and, collectively, the “Purchasers”), in connection with the purchase by each Purchaser of the Securities (as defined below). Certain terms are defined in Schedule A hereto.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT AMENDMENT NO.3
Credit and Reimbursement Agreement • March 31st, 2003 • Arch Capital Group LTD • Fire, marine & casualty insurance • Connecticut

Amendment Agreement No. 3 (the “Amendment”), dated as of January 1, 2003 to the Letter of Credit and Reimbursement Agreement, dated as of April 17, 2002 (the “Agreement”), among Arch Reinsurance Ltd. as Obligor, Arch Reinsurance Company as Obligor, Alternative Re Limited as Obligor, Arch Insurance Company (formerly known as First American Insurance Company) as Obligor and Fleet National Bank, as Lender, as amended from time to time. Unless otherwise indicated, all capitalized terms used herein shall have the meanings set forth in the Agreement.

ARCH CAPITAL GROUP LTD. Amendment No. 1 to Restricted Share Agreement
Restricted Share Agreement • March 31st, 2003 • Arch Capital Group LTD • Fire, marine & casualty insurance

Reference is made to the Restricted Share Agreement (“Agreement”), dated as of January 18, 2002, between Arch Capital Group Ltd., a Bermuda company (the “Company”) and John D. Vollaro (the “Employee”). This Amendment No. 1 (“Amendment”) to the Agreement is made as of March 19, 2003. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT AMENDMENT NO.1
Letter of Credit and Reimbursement Agreement • March 31st, 2003 • Arch Capital Group LTD • Fire, marine & casualty insurance • Connecticut

Amendment Agreement No. 1 (the “Amendment”), dated as of November 4, 2002, to the Letter of Credit and Reimbursement Agreement, dated as of April 17, 2002 (the “Agreement”), among Arch Reinsurance Ltd. as Obligor, Arch Reinsurance Company as Obligor, Alternative Re Limited as Obligor, Arch Insurance Company (formerly known as First American Insurance Company, “Arch Insurance”) as Obligor and Fleet National Bank, as Lender. Unless otherwise indicated, all capitalized terms used herein shall have the meanings set forth in the Agreement.

ARCH CAPITAL GROUP LTD. Amended and Restated Non-Qualified Stock Option Agreement
Arch Capital Group LTD • March 31st, 2003 • Fire, marine & casualty insurance

FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Arch Capital Group Ltd. (the "Company"), a Bermuda company, hereby grants to Paul B. Ingrey, an employee of the Company on the date hereof (the "Option Holder"), the option to purchase common shares, $0.01 par value per share, of the Company ("Shares"), upon the following terms:

ARCH CAPITAL GROUP LTD. Amended and Restated Restricted Share Agreement
Restricted Share Agreement • March 31st, 2003 • Arch Capital Group LTD • Fire, marine & casualty insurance

THIS AGREEMENT, dated as of October 23, 2001, between Arch Capital Group Ltd. (the "Company"), a Bermuda company, and Paul B. Ingrey (the "Employee").