0001047469-09-002082 Sample Contracts

ARCH CAPITAL GROUP LTD. Restricted Share Agreement
Restricted Share Agreement • March 2nd, 2009 • Arch Capital Group Ltd. • Fire, marine & casualty insurance • New York

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • Arch Capital Group Ltd. • Fire, marine & casualty insurance

EMPLOYMENT AGREEMENT (“Agreement”) dated as of December 2, 2008 between Arch Capital Group Ltd., a Bermuda corporation (the “Company”), and Paul B. Ingrey (the “Executive”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • Arch Capital Group Ltd. • Fire, marine & casualty insurance • New York

AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) dated December 31, 2008 between Arch Capital Group Ltd., a Bermuda corporation (the “Company”), and Constantine Iordanou (the “Executive”).

ARCH CAPITAL GROUP LTD. Amendment to Restricted Share Unit Agreement
Restricted Share Unit Agreement • March 2nd, 2009 • Arch Capital Group Ltd. • Fire, marine & casualty insurance • New York

THIS AGREEMENT (the “Amendment”), dated December 9, 2008, between Arch Capital Group Ltd. (the “Company”), a Bermuda company, and Constantine Iordanou (the “Employee”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • Arch Capital Group Ltd. • Fire, marine & casualty insurance • New York

EMPLOYMENT AGREEMENT (“Agreement”), dated as of August 1, 2006, between Arch Insurance Group Inc., a Delaware corporation (the “Company”), and Mark D. Lyons (the “Executive”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • Arch Capital Group Ltd. • Fire, marine & casualty insurance

Second amendment (“Amendment”), dated as of November 24, 2008, to Employment Agreement, dated as of October 23, 2001 (as amended November 16, 2005, the “Agreement”), between Arch Capital Group Ltd., a Bermuda company (the “Company”), and Marc Grandisson (the “Executive”). Capitalized terms used without definition herein have the meanings given to them in the Agreement.

EXECUTIVE PLAN Adoption Agreement IMPORTANT NOTE
Adoption Agreement • March 2nd, 2009 • Arch Capital Group Ltd. • Fire, marine & casualty insurance • Massachusetts

TRUST AGREEMENT, dated as of the 15th day of November 2008, between Arch Capital Group (U.S.) Inc., a Delaware corporation, having an office at One Liberty Plaza, New York, NY 10006 (the “Sponsor”), and FIDELITY MANAGEMENT TRUST COMPANY, a Massachusetts trust company, having an office at 82 Devonshire Street, Boston, Massachusetts 02109 (the “Trustee”).

OFFICE LEASE THE HARBORSIDE FINANCIAL CENTER JERSEY CITY, NEW JERSEY AGREEMENT OF LEASE between M-C PLAZA II & III L.L.C., Landlord and ARCH INSURANCE COMPANY, Tenant
Office Lease • March 2nd, 2009 • Arch Capital Group Ltd. • Fire, marine & casualty insurance • New Jersey

This Reference Page is incorporated in and constitutes an integral part of this Lease. In addition to the other terms elsewhere defined in this Lease, the following terms wherever used in this Lease shall have the meanings set forth in this Reference Page.

SUBLEASE AGREEMENT BETWEEN ARCH INSURANCE COMPANY, AS SUBLANDLORD AND BROOKFIELD PROPERTIES OLP CO. LLC, AS SUBTENANT
Sublease Agreement • March 2nd, 2009 • Arch Capital Group Ltd. • Fire, marine & casualty insurance • New York

THIS SUBLEASE AGREEMENT (this “Sublease”) is made as of the 21st day of July, 2008, by and between ARCH INSURANCE COMPANY, a Missouri corporation, having an office at One Liberty Plaza, 165 Broadway, New York, New York 10006 (“Sublandlord”), and BROOKFIELD PROPERTIES OLP CO. LLC, a Delaware limited liability company, having an office c/o Brookfield Financial Properties, L.P., Three World Financial Center, 200 Vesey Street, 11th Floor, New York, New York 10281-1021 (“Subtenant”).

AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 2nd, 2009 • Arch Capital Group Ltd. • Fire, marine & casualty insurance • Connecticut

Amendment (“Amendment”), dated December 31, 2008, to the Change in Control Agreement, dated as of May 5, 2000 (as assumed by the Company on November 6, 2000, the “Agreement”), between Arch Capital Group Ltd., a Bermuda corporation (the “Company”), and Louis T. Petrillo (the “Executive”). Capitalized terms used without definition herein have the meanings given to them in the Agreement.

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