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EXHIBIT 10.1
AMENDMENT NO. 4
Reference is made to the Shareholders Agreement dated as of November
20, 2001, as amended (the "SHAREHOLDERS AGREEMENT"), by and among Arch Capital
Group Ltd., a company organized under the laws of Bermuda (the "COMPANY"), the
parties listed on the signature pages hereto and certain other persons. This
amendment ("AMENDMENT") to the Shareholders Agreement is made as of September
16, 2002.
1. Section 1.1 of the Shareholders Agreement is amended to add the
following definitions:
"H&F REPRESENTATIVE" shall mean the individual designated by the H&F
Purchasers to act on behalf of H&F, as shareholders of the Company, under
Section 3.3, which individual is identified to the Company in writing from
time to time; PROVIDED that the H&F Representative shall not be an H&F
Director.
"WARBURG REPRESENTATIVE" shall mean the individual designated by the
Warburg Purchasers to act on behalf of Warburg, as shareholders of the
Company, under Section 3.3, which individual is identified to the Company
in writing from time to time; PROVIDED that the Warburg Representative
shall not be a Warburg Director.
2. The first paragraph of Section 3.3 (preceding clauses (1) - (17))
of the Shareholders Agreement is amended and restated in its entirety as
follows:
Section 3.3. INVESTOR PROTECTION MATTERS. Except as specifically set
forth herein, in accordance with the Company's Bye-laws, the Board shall
act by the vote of a majority of the Directors present at a meeting, and
the required quorum for a meeting of the Board shall be a majority of the
whole Board. Notwithstanding the foregoing, and except as specifically set
forth in the Subscription Agreement, (a) prior to the Approval Date, unless
also approved by the Warburg Representative and the H&F Representative, and
(b) following the Approval Date, unless also approved by (i) the Warburg
Representative, if at such time Warburg's Retained Percentage equals or
exceeds 25%, and (ii) the H&F Representative, if at such time H&F's
Retained Percentage equals or exceeds 50%, the Company shall not (and shall
not permit any of its Subsidiaries to):
3. The validity and effects of this Amendment shall be governed by
and construed and enforced in accordance with the laws of the State of New York.
4. This Amendment may be executed in any number of counterparts,
each of which shall be considered an original and all of which together shall be
deemed to be one and the same instrument.
[Signature Pages Follow]
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IN WITNESS WHEREOF, each party has executed this Amendment as of the
date first above-written.
ARCH CAPITAL GROUP LTD.
By: /s/ John D. Vollaro
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Name: John D. Vollaro
Title: Executive Vice President & Chief
Financial Officer
WARBURG PINCUS NETHERLANDS
INTERNATIONAL PARTNERS I, C.V.,
WARBURG PINCUS NETHERLANDS
INTERNATIONAL PARTNERS II, C.V.,
By: Warburg, Pincus & Co.,
its General Partner
By: /s/ Kewsong Lee
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Name: Kewsong Lee
Title: Partner
WARBURG PINCUS (BERMUDA) PRIVATE
EQUITY VIII, L.P.
By: Warburg Pincus (Bermuda)
Private Equity Ltd.,
its General Partner
By: /s/ Kewsong Lee
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Name: Kewsong Lee
Title: Partner
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WARBURG PINCUS (BERMUDA)
INTERNATIONAL PARTNERS, L.P.
By: Warburg Pincus (Bermuda)
International Ltd.,
its General Partner
By: /s/ Kewsong Lee
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Name: Kewsong Lee
Title: Partner
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HFCP IV (BERMUDA), L.P.,
By: H&F Investors IV (Bermuda), L.P.
By: H&F Corporate Investors IV (Bermuda)
Ltd.,
its General Partner
By: /s/ Georgia Lee
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Name: Georgia Lee
Title: Vice President
H&F INTERNATIONAL PARTNERS
IV-A (BERMUDA), L.P.
By: H&F Investors IV (Bermuda), L.P.,
its General Partner
By: H&F Corporate Investors IV
(Bermuda), Ltd.,
its General Partner,
By: /s/ Georgia Lee
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Name: Georgia Lee
Title: Vice President
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HFCP IV (BERMUDA), L.P.,
By: H&F Investors IV (Bermuda), L.P.
By: H&F Corporate Investors IV (Bermuda)
Ltd.,
its General Partner
By: /s/ Georgia Lee
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Name: Georgia Lee
Title: Vice President
H&F INTERNATIONAL PARTNERS
IV-A (BERMUDA), L.P.
By: H&F Investors IV (Bermuda), L.P.,
its General Partner
By: H&F Corporate Investors IV
(Bermuda), Ltd.,
its General Partner,
By: /s/ Georgia Lee
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Name: Georgia Lee
Title: Vice President