The CORPORATEplan for RetirementSM EXECUTIVE PLAN

Employee Benefits Plan Agreement

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ARCH CAPITAL GROUP LTD. | Arch Capital Group (US) Inc | Fidelity Management Trust Company

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Title: The CORPORATEplan for RetirementSM EXECUTIVE PLAN
Governing Law: Massachusetts Date: 3/2/2009
Industry: Insurance (Prop. and Casualty) Sector: Financial

Exhibit 10.24

The CORPORATE plan for Retirement SM

EXECUTIVE PLAN

Adoption Agreement

IMPORTANT NOTE

This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity. An Employer must determine whether the plan is subject to the Federal securities laws and the securities laws of the various states. An Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is “unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees” under the Employee Retirement Income Security Act with respect to the Employer’s particular situation. Fidelity Management Trust Company, its affiliates and employees cannot and do not provide legal or tax advice or opinions in connection with this document. This document does not constitute legal or tax advice or opinions and is not intended or written to be used, and it cannot be used by any taxpayer, for the purposes of avoiding penalties that may be imposed on the taxpayer. This document must be reviewed by the Employer’s attorney prior to adoption.

Plan Number: 44023	ECM NQ 2007 AA
(07/2007)	12/3/2008

Ó 2007 Fidelity Management & Research Company

ADOPTION AGREEMENT

ARTICLE 1

1.01 PLAN INFORMATION

(a) Name of Plan:

This is the Arch Capital Group (U.S.) Inc. Executive Supplemental Non-Qualified Savings and Retirement Plan (the “Plan”).

(b) Plan Status ( Check one.) :

(1) Adoption Agreement effective date: 11/15/2008 .

(2) The Adoption Agreement effective date is (Check (A) or check and complete (B)) :

(A) o A new Plan effective date.

(B) x An amendment and restatement of the Plan.

Arch Capital Services Inc.

1.02 EMPLOYER

(a) Employer Name: Arch Capital Group (U.S.) Inc.

(b) The term “Employer” includes the following Related Employer(s)

(as defined in Section 2.01(a)(25)) participating in the Plan:

	Arch Insurance Group Inc.
	Arch Reinsurance Ltd.
	Arch Capital Group Ltd.
	Arch Reinsurance Company
	Arch Capital Services Inc.
	Arch Re Facultative Underwriters Inc.

1.03 COVERAGE

(Check (a) and/or (b).)

(a) x The following Employees are eligible to participate in the Plan (Check (1) or (2)) :

(1) x Only those Employees designated in writing by the Employer, which writing is hereby incorporated herein.

(2) ¨ Only those Employees in the eligible class described below:

(b) ¨ The following Directors are eligible to participate in the Plan (Check (1) or (2)) :

(1) ¨ Only those Directors designated in writing by the Employer, which writing is hereby incorporated herein.

(2) ¨ All Directors, effective as of the later of the date in 1.01(b) or the date the Director becomes a Director.

(Note: A designation in Section 1.03(a)(1) or Section 1.03(b)(1) or a description in Section 1.03(a)(2) must include the effective date of such participation.)

1.04 COMPENSATION

(If Section 1.03(a) is selected, select (a) or (b). If Section 1.03(b) is selected, complete (c))

For purposes of determining all contributions under the Plan:

(a) ¨ Compensation shall be as defined, with respect to Employees, in the Plan maintained by the Employer:

(1) ¨ to the extent it is in excess of the limit imposed under Code section 401(a)(17).

(2) ¨ notwithstanding the limit imposed under Code section 401(a)(17).

(b) x Compensation shall be as defined in Section 2.01(a)(9) with respect to Employees (Check (1), and/or (2) below, if, and as, appropriate) :

(1)	x	but excluding the following:

		Compensation earned up to the limits imposed by Internal Revenue Code Section 401(a)(17) as indexed; compensation arising out of the exercise of stock options or stock appreciation rights, restricted stock or restricted stock units or any other form of equity based compensation; tax gross up amounts.

(2)	¨	but excluding bonuses, except those bonuses listed in the table in Section 1.05(a)(2).

1.05 CONTRIBUTIONS ON BEHALF OF EMPLOYEES

(a) Deferral Contributions (Complete all that apply):

(1)

Deferral Contributions. Subject to any minimum or maximum deferral amount provided below, the Employer shall make a Deferral Contribution in accordance with, and subject to, Section 4.01 on behalf of each Participant who has an executed salary reduction agreement in effect with the Employer for the applicable calendar year (or portion of the applicable calendar year).

	Dollar Amount		% Amount
Deferral Contributions Type of Compensation	Min	Max	Min	Max
Non-Bonus Compensation			0	100

(Note: With respect to each type of Compensation, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages.)

(2) x Deferral Contributions with respect to Bonus Compensation only. The Employer requires Participants to enter into a special salary reduction agreement to make Deferral Contributions with respect to one or more Bonuses, subject to minimum and maximum deferral limitations, as provided in the table below.

Treated As

Dollar Amount

% Amount

Deferral Contributions
Type of Bonus

Performance
Based

Non-
Performance
Based

Min

Max

Min

Max

Bonus Compensation

Yes

100

(Note: With respect to each type of Bonus, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages. In the event a bonus identified as a Performance-based Bonus above does not constitute a Performance-based Bonus with respect to any Participant, such Bonus will be treated as a Non-Performance-based Bonus with respect to such Participant.)

(b) Matching Contributions (Choose (1) or (2) below, and (3) below, as applicable):

(1) x The Employer shall make a Matching Contribution on behalf of each Employee Participant in an amount described below:

(A) ¨ % of the Employee Participant’s Deferral Contributions for the calendar year.

(B) ¨ The amount, if any, declared by the Employer in writing, which writing is hereby incorporated herein.

With respect to the Non-Bonus Compensation Deferral Contributions, pursuant to Section 1.05(a)(1) above for the calendar year: 100% of the first 3% and 50% of the next 3% of Non-Bonus Compensation.

(2) ¨ Matching Contribution Offset. For each Employee Participant who has made elective contributions (as defined in 26 CFR section 1.401(k)-6 (“QP Deferrals”)) of the maximum permitted under Code section 402(g), or the maximum permitted under the terms of the Plan (the “QP”), to the QP, the Employer shall make a Matching Contribution in an amount equal to (A) minus (B) below:

(A) The matching contributions (as defined in 26 CFR section 1.401(m)-1(a)(2) (“QP Match”)) that the Employee Participant would have received under the QP on the sum of the Deferral Contributions and the Participant’s QP Deferrals, determined as though—

· no limits otherwise imposed by the tax law applied to such QP match; and

· the Employee Participant’s Deferral Contributions had been made to the QP.

(B) The QP Match actually made to such Employee Participant under the QP for the applicable calendar year.

Provided, however, that the Matching Contributions made on behalf of any Employee Participant pursuant to this Section 1.05(b)(2) shall be limited as provided in Section 4.02 hereof.

(3) x Matching Contribution Limits (Check the appropriate box (es)) :

(A) x Deferral Contributions in excess of 6 % of the Employee Participant’s Compensation for the calendar year shall not be considered for Matching Contributions.

(B) ¨ Matching Contributions for each Employee Participant for each calendar year shall be limited to $ .

(1) x Fixed Employer Contributions. The Employer shall make an Employer Contribution on behalf of each Employee Participant in an amount determined as described below:

The Employer shall make an additional contribution on behalf of each Employee Participant in an amount equal to 10% (ten percent) of the Employee Participant’s Compensation for the calendar year, excluding bonuses and commissions.

(2) x Discretionary Employer Contributions. The Employer may make Employer Contributions to the accounts of Employee Participants in any amount (which amount may be zero), as determined by the Employer in its sole discretion from time to time in a writing, which is hereby incorporated herein.

1.06 CONTRIBUTIONS ON BEHALF OF DIRECTORS

(a) ¨ Director Deferral Contributions

The Employer shall make a Deferral Contribution in accordance with, and subject to, Section 4.01 on behalf of each Director Participant who has an executed deferral agreement in effect with the Employer for the applicable calendar year (or portion of the applicable calendar year), which deferral agreement shall be subject to any minimum and/or maximum deferral amounts provided in the table below.

	Dollar Amount		% Amount
Deferral Contributions Type of Compensation	Min	Max	Min	Max

(Note: With respect to each type of Compensation, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages.)

(b) Matching and Employer Contributions:

(1) ¨ Matching Contributions. The Employer shall make a Matching Contribution on behalf of each Director Participant in an amount determined as described below:

(2) ¨ Fixed Employer Contributions. The Employer shall make an Employer Contribution on behalf of each Director Participant in an amount determined as described below:

(3) ¨ Discretionary Employer Contributions. The Employer may make Employer Contributions to the accounts of Director Participants in any amount (which amount may be zero), as determined by the Employer in its sole discretion from time to time, in a writing, which is hereby incorporated herein.

1.07 DISTRIBUTIONS

The form and timing of distributions from the Participant’s vested Account shall be made consistent with the elections in this Section 1.07.

(a) (1) Distribution options to be provided to Participants

(A) Specified
Date

(B) Specified
Age

(D) Earlier of
Separation or
Age

(E) Earlier of
Separation or
Specified Date

(F) Disability

(G)
Change
in
Control

(H) Death

Deferral Contribution

¨ Lump Sum ¨ Installments

x Lump Sum x Installments

¨ Lump Sum ¨ Installments

¨
Lump
Sum

x Lump Sum ¨ Installments

Matching Contributions

¨ Lump Sum ¨ Installments

x Lump Sum x Installments

¨ Lump Sum ¨ Installments

¨
Lump
Sum

x Lump Sum ¨ Installments

Employer Contributions

¨ Lump Sum ¨ Installments

x Lump Sum x Installments

¨ Lump Sum ¨ Installments

¨
Lump
Sum

x Lump Sum ¨ Installments

(Note: If the Employer elects (F), (G), or (H) above, the Employer must also elect (A), (B), (C), (D), or (E) above, and the Participant must also elect (A), (B), (C), (D), or (E) above. In the event the Employer elects only a single payment trigger and/or payment method above, then such single payment trigger and/or payment method shall automatically apply to the Participant. If the employer elects to provide for payment upon a specified date or age, and the employer applies a vesting schedule to amounts that may be subject to such payment trigger(s), the employer must apply a minimum deferral period, the number of years of which must be greater than the number of years required for 100% vesting in any such amounts. If the employer elects to provide for payment upon disability and/or death, and the employer applies a vesting schedule to amounts that may be subject to such payment trigger, the employer must also elect to apply 100% vesting in any such amounts upon disability and/or death.)

(2) ¨ A Participant incurs a Disability when the Participant (Check at least one if Section 1.07(a)(1)(F) or if Section 1.08(e)(3) is elected) :

(A)	¨	is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

(B)	¨	is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement

		benefits for a period of not less than 3 months under an accident and health plan covering employees of the Employer.

(C)	¨	is determined to be totally disabled by the Social Security Administration or the Railroad Retirement Board.

(D)	¨	is determined to be disabled pursuant to the following disability insurance program: the definition of disability under which complies with the requirements in regulations under Code section 409A.

(Note: If more than one box above is checked, then the Participant will have a Disability if he satisfies at least one of the descriptions corresponding to one of such checked boxes.)

(3) x Regardless of any payment trigger and, as applicable, payment method, to which the Participant would otherwise be subject pursuant to (1) above, the first to occur of the following Plan-level payment triggers will cause payment to the Participant commencing pursuant to Section 1.07(c)(1) below in a lump sum, provided such Plan-level payment trigger occurs prior to the payment trigger to which the Participant would otherwise be subject.

Payment Trigger

	(A)	¨	Separation from Service prior to:

	(B)	¨	Separation from Service
	(C)	x	Death
	(D)	¨	Change in Control

(b) Distribution Election Change

A Participant

	(1) ¨	shall
	(2) x	shall not

be permitted to modify a scheduled distribution election in accordance with Section 8.01(b) hereof.

(1) Each lump sum distribution and the first distribution in a series of installment payments (if applicable) shall commence as elected in (A), (B) or (C) below:

(A) x Monthly on the 8 th day of the month which day next follows the applicable triggering event described in 1.07(a).

(B) ¨ Quarterly on the day of the following months , , , or (list one month in each calendar quarter) which day next follows the applicable triggering event described in 1.07(a).

(Note: Notwithstanding the above: a six-month delay shall be imposed with respect to certain distributions to Specified Employees; a Participant who chooses payment on a Specified Date will choose a month, year or quarter (as applicable) only, and payment will be made on the applicable date elected in (A), (B) or (C) above that falls within such month, year or quarter elected by the Participant.)

(2) The commencement of distributions pursuant to the events elected in Section 1.07(a)(1) and Section 1.07(a)(3) shall be modified by application of the following:

(A) ¨ Separation from Service Event Delay – Separation from Service will be treated as not having occurred for months after the date of such event.

(B) ¨ Plan Level Delay all distribution events (other than those based on Specified Date or Specified Age) will be treated as not having occurred for days (insert number of days but not more than 30).

(d) Installment Frequency and Duration

If installments are available under the Plan pursuant to Section 1.07(a), a Participant shall be permitted to elect that the installments will be paid (Complete 1 and 2 below):

(1) at the following intervals:

(A) x Monthly commencing on the day elected in Section 1.07(c)(1).

(B) x Quarterly commencing on the day elected in Section1.07(c)(1) (with payments made at three-month intervals thereafter).

(2) over the following term(s) (Complete either (A) or (B)) :

(A) x Any term of whole years between 2 (minimum of 1) and 10 (maximum of 30).

(B) ¨ Any of the whole year terms selected below.

¨ 1	¨ 2	¨ 3	¨ 4	¨ 5	¨ 6
¨ 7	¨ 8	¨ 9	¨ 10	¨ 11	¨ 12
¨ 13	¨ 14	¨ 15	¨ 16	¨ 17	¨ 18
¨ 19	¨ 20	¨ 21	¨ 22	¨ 23	¨ 24
¨ 25	¨ 26	¨ 27	¨ 28	¨ 29	¨ 30

(Note: Only elect a term of one year if Section 1.07(d)(1)(A) and/or Section 1.07(d)(1)(B) is elected above.)

(e)	Conversion to Lump Sum

	¨	Notwithstanding anything herein to the contrary , if the Participant’s vested Account at the time such Account becomes payable to him hereunder does not exceed $ distribution of the Participant’s vested Account shall automatically be made in the form of a single lump sum at the time prescribed in Section 1.07(c)(1).

(f)	Distribution Rules Applicable to Pre-effective Date Accruals

	x	Benefits accrued under the Plan (subject to Code section 409A) prior to the date in Section 1.01(b)(1) above are subject to distribution rules not described in Section 1.07(a) through (e), and such rules are described in Attachment A Re: PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES.

1.08 VESTING SCHEDULE

(a) (1) The Participant’s vested percentage in Matching Contributions elected in Section 1.05(b)shall be based upon the following schedule and unless Section 1.08(a)(2) is checked below will be based on the elapsed time method as described in Section 7.03(b).

Years of Service		Vesting %
0		100

(2) o Vesting shall be based on the class year method as described in Section 7.03(c).

(b) (1) The Participant’s vested percentage in Employer Contributions elected in Section 1.05(c) shall be based upon the following schedule and unless Section 1.08(b)(2) is checked below will be based on the elapsed time method as described in Section 7.03(b).

Years of Service		Vesting %
0		100

(2) o Vesting shall be based on the class year method as described in Section 7.03(c).

(1) ¨ for new plans, service prior to the Effective Date as defined in Section 1.01(b)(2)(A).

(2) ¨ for existing plans converting from another plan document, service prior to the original Effective Date as defined in Section 1.01(b)(2)(B).

(Note: Do not elect to apply this Section 1.08(c) if vesting is based only on the class year method.)

(d)	¨	Notwithstanding anything to the contrary herein, a Participant will forfeit his Matching Contributions and Employer Contributions (regardless of whether vested) upon the occurrence of the following event(s):

(Note: Contributions with respect to Directors, which are 100% vested at all times, are subject to the rule in this subsection (d).)

(e) A Participant will be 100% vested in his Matching Contributions and Employer Contributions upon (Check the appropriate box(es)) :

	(1) ¨		Retirement eligibility is the date the Participant attains age 0 and completes 0 Years of Service, as defined in Section 7.03(b).

	(2) ¨		Death.

	(3) ¨		The date on which the Participant becomes disabled, as determined under Section 1.07(a)(2).(Note: Participants will automatically vest upon Change in Control if Section 1.07(a)(1)(G) is elected.)

(f) ¨ Years of Service in Section 1.08 (a)(1) and Section 1.08 (b)(1) shall include service with the following employers:

1.09 INVESTMENT DECISIONS

A Participant’s Account shall be treated as invested in the Permissible Investments as directed by the Participant unless otherwise provided below:

1.10 ADDITIONAL PROVISIONS

The Employer may elect Option below and complete the Superseding Provisions Addendum to describe overriding provisions that are not otherwise reflected in this Adoption Agreement.

x The Employer has completed the Superseding Provisions Addendum to reflect the provisions of the Plan that supersede provisions of this Adoption Agreement and/or the Basic Plan Document.

EXECUTION PAGE

(Fidelity’s Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this 4 th day of December, 2008.

	Employer	Arch Capital Group (U.S.) Inc.

	By	/s/ Fred S. Eichler

	Title	SVP & CFO

EXECUTION PAGE

(Employer’s Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this 4 th day of December, 2008.

	Employer	Arch Capital Group (U.S.) Inc.

	By	/s/ Fred S. Eichler

	Title	SVP & CFO

AMENDMENT EXECUTION PAGE

(Fidelity’s Copy)

Plan Name:		Arch Capital Group (U.S.) Inc. Executive Supplemental Non-Qualified Savings and Retirement Plan (the “Plan”)

Employer:		Arch Capital Group (U.S.) Inc.

(Note: These execution pages are to be completed in the event the Employer modifies any prior election(s) or makes a new election(s) in this Adoption Agreement. Attach the amended page(s) of the Adoption Agreement to these execution pages.)

The following section(s) of the Plan are hereby amended effective as of the date(s) set forth below:

Section Amended		Effective Date

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date below.

	Employer:

	By:

	Title:

	Date:

AMENDMENT EXECUTION PAGE

(Employer’s Copy)

Plan Name:		Arch Capital Group (U.S.) Inc. Executive Supplemental Non-Qualified Savings and Retirement Plan (the “Plan”)

Employer:		Arch Capital Group (U.S.) Inc.

Section Amended		Effective Date

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date below.

	Employer:

	By:

	Title:

	Date:

ATTACHMENT A

Re: 409A GRANDFATHER AND PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES

Plan Name:

Arch Capital Group (U.S.) Inc. Executive Supplemental Non-Qualified Savings and Retirement Plan (the “Plan”)

1. Grandfathered Plan Benefits . It is intended that benefits that were accrued and vested under the Plan on December 31, 2004 will satisfy the grandfather provisions of Section 409A of the Code so that such benefits (together with earnings thereon, determined in accordance with Section 409A of the Code) (collectively, “Pre Effective Date Accruals”) will not be subject to Section 409A of the Code. No amendment to this Plan made after October 3, 2004 will apply to such Pre Effective Date Accruals unless the amendment specifically provides that it applies thereto; provided, however , that amendments changing notional investment measures for benefits under the Plan shall apply to Pre Effective Date Accruals so long as such amendments do not constitute a material modification for purposes of Section 409A of the Code and do not cause such Pre Effective Date Accruals to lose their grandfathered status under Section 409A of the Code. Without limiting the generality of the foregoing, Pre Effective Date Accruals will be distributed in accordance with the distribution rules in effect under the Plan on October 3, 2004.

2. Grandfathered Benefits Under Arch Deferred Compensation Plan . It is intended that benefits that were accrued and vested on December 31, 2004 under the Arch Deferred Compensation Plan (the “Arch Plan”), which has been merged with and into the Plan, will satisfy the grandfather provisions of Section 409A of the Code so that such benefits (together with earnings thereon, determined in accordance with Section 409A of the Code) (collectively, “Arch Plan Pre Effective Date Accruals”) will not be subject to Section 409A of the Code. No amendment to this Plan or the Arch Plan made after October 3, 2004 will apply to such Arch Plan Pre Effective Date Accruals unless the amendment specifically provides that it applies thereto; provided, however , that amendments changing notional investment measures for benefits under the Arch Plan shall apply to Arch Plan Pre Effective Date Accruals so long as such amendments do not constitute a material modification for purposes of Section 409A of the Code and do not cause such Arch Plan Pre Effective Date Accruals to lose their grandfathered status under Section 409A of the Code. Without limiting the generality of the foregoing, Arch Plan Pre Effective Date Accruals will be distributed in accordance with the distribution rules in effect under the Arch Plan on October 3, 2004.

ATTACHMENT B

Re: SUPERSEDING PROVISIONS
for

Plan Name:

Arch Capital Group (U.S.) Inc. Executive Supplemental Non-Qualified Savings and Retirement Plan (the “Plan”)

(a) Superseding Provision(s) — The following provisions supersede other provisions of this Adoption Agreement and/or the Basic Plan Document as described below:

1. Section 1.01(b) shall be replaced in its entirety with the following:

(b) Plan Status ( Check one.) :

(1) Adoption Agreement effective date: 11/15/2008 .

(2) The Adoption Agreement effective date is (Check (A) or check and complete (B)) :

(A) ¨ A new Plan effective date.

(B) x An amendment and restatement of the Plan.

(3) Attachment A sets forth special effective date and grandfather rules under the Plan for purposes of Section 409A of the Code.

2. Section 1.05(a)(2) shall be replaced in its entirety with the following:

(2) x Deferral Contributions with respect to Bonus Compensation* only. The Employer requires Participants to enter into a special salary reduction agreement to make Deferral Contributions with respect to one or more Bonuses, subject to minimum and maximum deferral limitations, as provided in the table below.

*Determined without excluding compensation earned up to the limits imposed by Section 401(a)(17).

Deferral Contributions
Type of Bonus

Treated As

Dollar Amount

% Amount

Performance
Based

Non-
Performance
Based

Min

Max

Min

Max

Bonus Compensation

Yes

100

(Note: With respect to each type of Bonus, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages. In the event a bonus

identified as a Performance-based Bonus above does not constitute a Performance-based Bonus with respect to any Participant, such Bonus will be treated as a Non-Performance-based Bonus with respect to such Participant.)

3. Section 1.05(b)(3) shall be replaced in its entirety with the following:

(3) x Matching Contribution Limits (Check the appropriate box (es)) :

(A) x Deferral Contributions in excess of 6 % of the Employee Participant’s Non-Bonus Compensation for the calendar year shall not be considered for Matching Contributions. Bonus contributions for the calendar year shall not be considered for Matching Contributions.

(B) ¨ Matching Contributions for each Employee Participant for each calendar year shall be limited to $ .

4. Section 1.07(f) shall be replaced in its entirety with the following:

(f) Distribution Rules Applicable to Pre-effective Date Accruals

x Benefits accrued and vested under the Plan on December 31, 2004, together with earnings thereon determined in accordance with Section 409A of the Code, are subject to distribution rules not described in Section 1.07(a) through (e), and such rules are described in Attachment A Re: 409A GRANDFATHER AND PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES.

5 New Section 7.09 of the Basic Plan Document is hereby added immediately following Section 7.08 to read as follows:

“ 7.09 Obligor . Notwithstanding any provision of the Plan to the contrary, benefits payable under the Plan to a Participant or his or her Beneficiary shall be the obligation of the Employer who actually employs (or, in the case a Participant who is no longer employed by an Employer, last employed) the Participant; provided, however, that in the event the Participant’s employer fails to make a payment of benefits to the Participant or his or her Beneficiary when due under the terms of the Plan, Arch Capital Group, Ltd. (the parent company of the Employers) shall be obligated to make such benefit payments in accordance with the terms of the Plan.”

(b) Superseding Provisions Applicable Only to Class A Participants —The following provisions supersede other provisions of this Adoption Agreement and/or the Basic Plan Document as described below but only as applied to Class A Participants:

1. For purposes of this Plan, “Class A Participants” shall be those Employees designated in writing by the Employer as Class A Participants, which writing is hereby incorporated herein.

2. Section 1.05(a)(1) shall be replaced in its entirety with the following solely in the case of Class A Participants:

(1) x Deferral Contributions*. Subject to any minimum or maximum deferral amount provided below, the Employer shall make a Deferral Contribution in accordance with, and subject to, Section 4.01 on behalf of each Participant who has an executed salary reduction agreement in effect with the Employer for the applicable calendar year (or portion of the applicable calendar year).

*Determined without excluding compensation earned up to the limits imposed by Section 401(a)(17).

Deferral Contributions Type of Compensation	Dollar Amount		% Amount
Deferral Contributions Type of Compensation	Min	Max	Min	Max
Non-Bonus Compensation			0	50

(Note: With respect to each type of Compensation, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages.)

3. Section 1.05(b) shall be replaced in its entirety solely in the case of Class A Participants by not checking any boxes therein. Accordingly, no matching contributions shall be made in respect of Class A Participants.

4. Section 1.05(c)(1) shall be replaced in its entirety solely in the case of Class A Participants by not checking the box therein. Accordingly, fixed Employer Contributions shall not be made in respect of Class A Participants.

(c) Plan Merger . Effective as of December 15, 2008, the Arch Deferred Compensation Plan is hereby merged with and into this Plan and, after such time, all benefits accrued under the Arch Deferred Compensation Plan shall be governed by and payable in accordance with the terms of this Plan, subject to the applicable grandfather provisions set forth in Attachment A to this Plan; provided, however , that, subject to the transition election provisions set forth in (d) below, benefits under the Arch Deferred Compensation Plan that were accrued at the time of its merger with and into this Plan, as well as any additional benefits for participants under the Arch Deferred Compensation Plan from deferrals of compensation for calendar year 2008 (including any bonus for calendar year 2008 and prior years paid during calendar year 2009) that are made pursuant to a deferral election previously made under the Arch Deferred Compensation Plan, shall be paid in the form of the applicable distribution elections in effect under the Arch Deferred Compensation Plan at the time of the merger.

(d) Transition Distribution Elections . Notwithstanding anything in this Plan to the contrary, each Participant may elect, with respect to benefits under the Plan (other than (A) amounts deferred for calendar year 2009 and later years, which are covered in the second paragraph of this paragraph (d), and (B) “Pre-Effective Date Accruals” or “Arch Plan Pre-Effective Date Accruals” (as such terms are defined in Attachment A to this Plan)), including benefits merged into the Plan from the Arch Deferred Compensation Plan that do not constitute “Arch Plan Pre-Effective Date Accruals”, to change their distribution elections with respect to such portion of their account (including any notional earnings credited to such benefits under the Plan), provided that (i) no such election may be made in calendar year 2008 to cause a distribution to occur in calendar year 2008 that would not otherwise have occurred in calendar year 2008; (ii) no such election may be made in calendar year 2008 to cause a distribution scheduled to occur in calendar year 2008 to occur in a later year; (iii) such election shall not be made after December 19, 2008 and it shall be irrevocable; (iv) any such new distribution election must be in the form of (X) a single lump sum in cash or (Y) a systematic cash withdrawal plan in annual, monthly, or quarterly installments over a period of years not to exceed ten years, in either case beginning either (I) upon separation from service of the Participant with the Company (II) upon the earlier of a date specified by the Participant in his or her election or separation from service of the Participant with the Company, or (III) in the case of a Participant whose separation from service has occurred before December 1, 2008, upon a date specified by the Participant in his or her election; and (v) any such new distribution election shall be made in the manner set forth in the Plan;

Notwithstanding anything in this Plan to the contrary, each Participant may elect, with respect to benefits under the Plan attributable to amounts deferred for calendar year 2009 and later years (which distribution election shall apply to the distribution of bonus amounts that, absent a deferral under the Plan, would have been paid in calendar years after 2009) to change their distribution elections with respect to such portion of their account (including any notional earnings credited to such benefits under the Plan), provided that (i) no such election may be made in calendar year 2008 to cause a distribution to occur in calendar year 2008 that would not otherwise have occurred in calendar year 2008; (ii) no such election may be made in calendar year 2008 to cause a distribution scheduled to occur in calendar year 2008 to occur in a later year; (iii) such election shall not be made after December 19, 2008 and it shall be irrevocable; (iv) any such new distribution election must be for a form of distribution permitted by the Plan; and (v) any such new distribution election shall be made in the manner set forth in the Plan.

It is intended that this paragraph (d) be operated in accordance with Q&A A-19(c) of Internal Revenue Service Notice 2005-1, Section XI(C) of the preamble to Proposed Treasury Regulations under Section 409A dated October 4, 2005 (Application of Section 409A to Nonqualified Deferred Compensation Plans), and Section 3.02 of Internal Revenue Service Notice 2007-86.

(e) Transition Deferral Elections . Notwithstanding anything in this Plan to the contrary, each Participant who has participated in the “formula approach” portion of Arch’s Incentive Compensation Plan and, as a result, has bonuses that are determined based on performance, over a multiyear development period, of policies, binders or contracts of insurance or reinsurance having an inception or renewal date during a particular calendar year (a “Policy Year”), may make an election to defer a percentage of such Participant’s bonuses that are otherwise paid after calendar year 2009 and are attributable to Policy Years prior to calendar year 2009 (including carryforwards from such Policy Years), provided that the election must be made on or prior to December 19, 2008 and (except as otherwise set forth in Section 4.01(c) of the Plan) it shall be irrevocable. Failure of such a Participant to make a deferral election under this

paragraph (e) shall result in such bonus amounts not being deferred under the Plan. However, for the avoidance of doubt, such Participant’s bonus deferral elections made prior to June 30, 2008 for bonus payable in 2009 shall apply to bonus amounts otherwise payable in 2009, without regard to which Policy Years they are attributable.

(f) Formula Approach Bonus Deferral Elections . For the avoidance of doubt, each Participant who participates in the “formula approach” portion of Arch’s Incentive Compensation Plan and, as a result, has bonuses that are determined based on performance, over a multiyear development period, of policies, binders or contracts of insurance or reinsurance having an inception or renewal date during a particular calendar year (a “Policy Year”) may make an election prior to the beginning of the Policy Year to defer a percentage of such Participant’s bonus that is attributable to the Policy Year, whether it is paid in the year immediately following the Policy Year or at any later time based on further performance during the applicable development period. Such a deferral election shall, except as otherwise set forth in Section 4.01(c) of the Plan, be irrevocable and shall apply to all bonus payments for the applicable Policy Year, including any carryforwards from the Policy Year. Failure of a Participant to make a deferral election in accordance with this paragraph (f) for bonus paid for a Policy Year shall result in no deferral under the Plan for bonus from such Policy Year.