0000912057-01-539870 Sample Contracts

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ARCH CAPITAL GROUP LTD. 20 Horseneck Lane Greenwich, CT 06830
Investment Agreement • November 14th, 2001 • Arch Capital Group LTD • Fire, marine & casualty insurance • New York

Ladies and Gentlemen: This letter agreement (this "AGREEMENT") confirms the agreement reached today among each of the parties signatories hereto regarding the participation of Trident II and the Co-Investment Funds in the purchase of a portion of the Securities, as contemplated by, and on the terms set forth in, this Agreement and the Subscription Agreement dated as of October 24, 2001 (the "SUBSCRIPTION AGREEMENT") by and among Arch Capital Group Ltd. -2- ("ARCH"), Warburg and H&F (the "PURCHASERS"), and certain other matters in connection therewith. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Subscription Agreement. 1. INVESTMENT BY TRIDENT II. Warburg hereby assigns, without recourse or warranty by it, to Trident II and the Co-Investment Funds (collectively, the "ASSIGNEES") the right, and obligation, to purchase an aggregate of $35,000,000 of the Securities on the terms and conditions set forth in the Subscription Agreement

BY AND AMONG AND
Shareholder Agreement • November 14th, 2001 • Arch Capital Group LTD • Fire, marine & casualty insurance • New York
ARTICLE 1 DEFINITIONS
Employment Agreement • November 14th, 2001 • Arch Capital Group LTD • Fire, marine & casualty insurance
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