8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

December 10, 2013

Date of Report (Date of earliest event reported)

Arch Capital Group Ltd.

(Exact name of registrant as specified in its charter)

Bermuda	0-26456	N/A
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

Waterloo House, Ground Floor, 100 Pitts Bay Road, Pembroke HM08, Bermuda

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:
(441) 278-9250

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

On December 13, 2013, Arch Capital Group (U.S.) Inc. (the “Issuer”), a wholly-owned subsidiary of Arch Capital Group Ltd. (the “Company”), completed the public offering of $500,000,000 aggregate principal amount of its 5.144% Senior Notes due 2043 (the “Senior Notes”), fully and unconditionally guaranteed by the Company (the “Guarantee”).  The Senior Notes and the Guarantee have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s universal shelf registration statement on Form S-3 (File No. 333-180329), as supplemented by the prospectus supplement dated December 10, 2013, previously filed with the Securities and Exchange Commission under the Securities Act.

The Senior Notes were issued (and the Guarantee delivered) pursuant to an indenture (the “Base Indenture”), dated as of December 13, 2013, among the Issuer, the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture among the Issuer, the Company and the Trustee, dated as of December 13, 2013 (the “First Supplemental Indenture”, and, together with the Base Indenture, the “Indenture”).  The Senior Notes and the Guarantee are unsecured and unsubordinated obligations of the Issuer and the Company, respectively, and rank equally and ratably with the other unsecured and unsubordinated indebtedness of the Issuer and the Company.  Copies of the Base Indenture, the First Supplemental Indenture and the form of Senior Note are attached hereto as Exhibits 4.1, 4.2 and 4.3 respectively, and are incorporated herein by reference.  The description of the Indenture and the Senior Notes in this report are summaries and are qualified in their entirety by the terms of the Indenture and the form of Senior Note.

The Issuer will pay interest on the Senior Notes semi-annually in arrears on May 1 and November 1, beginning May 1, 2014, to holders of record on the preceding April 15 or October 15, as the case may be.  Interest will be calculated on the basis of a 360-day year of twelve 30-day months.  The Senior Notes will mature on November 1, 2043.

The Issuer may redeem the Senior Notes in whole or in part at any time and from time to time prior to their stated maturity at the “make-whole” redemption price set forth in the Indenture.  The Senior Notes are subject to certain covenants, including limitations on the ability of the Company and its subsidiaries, with exceptions, to incur liens on the stock of certain subsidiaries, or dispose of capital stock of certain subsidiaries.

The Senior Notes are subject to a special mandatory redemption (a “Special Mandatory Redemption”) if (i) the agreements to acquire certain assets of PMI Mortgage Insurance Co. and the outstanding shares of CMFG Life Insurance Company and CMG Mortgage Insurance Company (the “Acquisition”), previously disclosed by the Company, are terminated on any date prior to June 30, 2014, (ii) the Issuer publicly announces on any date prior to June 30, 2014 that the Acquisition will not be pursued or (iii) the Acquisition is not consummated prior to June 30, 2014 (the earliest of any such date, a “Trigger Date”).  In the event a Trigger Date occurs, the Issuer will be required to redeem the Senior Notes at 101% of the aggregate principal amount of the Senior Notes together with accrued and unpaid interest on the Senior Notes from the issue date or the last date on which interest has been paid up to, but not including, the applicable special mandatory redemption date.  In that event, the Issuer will cause a notice of Special Mandatory Redemption to be mailed to each holder of the Senior Notes at its registered address and to the Trustee promptly, but in any event not later than five business days after the Trigger Date, and will redeem the Senior Notes on the date specified in the notice of Special Mandatory Redemption.

2

The “special mandatory redemption date” will be the tenth business day following the Trigger Date.  Notwithstanding the foregoing, installments of interest on any series of notes that are due and pay able on interest payment dates falling on or before the special mandatory redemption date will be payable on such interest payment dates to the registered holders as of the close of business on the relevant record dates in accordance with the notes and the Indenture.

Holders of the Senior Notes may not enforce the Indenture or the Senior Notes except as provided therein.  In case an event of default (other than a default resulting from bankruptcy, insolvency or reorganization) shall occur and be continuing with respect to the Senior Notes, the Trustee or the holders of not less than 25% in aggregate principal amount of the Senior Notes then outstanding may declare the principal amount of all of such series of Senior Notes and interest, if any, accrued thereon to be due and payable immediately.  If an event of default results from bankruptcy, insolvency or reorganization, all amounts due and payable on the Senior Notes will automatically become and be immediately due and payable.  Any event of default with respect to the Senior Notes (except defaults in payment of principal of (or premium, if any, on) or interest, if any, on such Senior Notes or a default in respect of a covenant or provision that cannot be modified without the consent of the holder of each outstanding Senior Note) may be waived by the holders of at least a majority in aggregate principal amount of the Senior Notes outstanding.

On December 10, 2013, the Issuer and the Company entered into a Purchase Agreement, dated December 10, 2013, with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the underwriters listed therein, with respect to the Senior Notes.  The Purchase Agreement is attached hereto as Exhibit 4.4 and is incorporated herein by reference.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information provided in Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 8.01Other Events

In connection with the offering of the Senior Notes, the Company is filing the legal opinions relating to the offering as Exhibit 5.1 and 5.2 to this report.

Item 9.01Financial Statements and Exhibits.

d)  Exhibits

4.1Indenture, dated as of December 13, 2013, among the Issuer, the Company and the Trustee

4.2First Supplemental Indenture dated as of December 13, 2013, among the Issuer, the Company and the Trustee

4.3Form of Global Note for the Senior Notes

4.4Purchase Agreement, dated December 10, 2013, among the Company, the Issuer and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the underwriters listed therein, with respect to the Senior Notes

3

5.1Opinion of Cahill Gordon & Reindel LLP

5.2Opinion of Conyers Dill & Pearman

12.1Statement regarding computation of ratio of earnings to fixed charges

23.1Consent of Cahill Gordon & Reindel LLP (included as part of Exhibit 5.1)

23.2Consent of Conyers Dill & Pearman (included as part of Exhibit 5.2)

4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ARCH CAPITAL GROUP LTD.
Date: December 13, 2013	By:	/s/ Mark D. Lyons
		Name: Mark D. Lyons
		Title: Executive Vice President and Chief Financial Officer

5

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
Item 9.01	Financial Statements and Exhibits.

d)  Exhibits

4.1Indenture, dated as of December 13, 2013, among the Issuer, the Company and the Trustee

4.2First Supplemental Indenture dated as of December 13, 2013, among the Issuer, the Company and the Trustee

4.3Form of Global Note for the Senior Notes

4.4Purchase Agreement, dated December 10, 2013, among the Company, the Issuer and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the underwriters listed therein, with respect to the Senior Notes

5.1Opinion of Cahill Gordon & Reindel LLP

5.2Opinion of Conyers Dill & Pearman

12.1Statement regarding computation of ratio of earnings to fixed charges

23.1Consent of Cahill Gordon & Reindel LLP (included as part of Exhibit 5.1)

23.2Consent of Conyers Dill & Pearman (included a spart of Exhibit 5.2)

6

EX-4.1

Exhibit 4.1

EXECUTION VERSION

ARCH CAPITAL GROUP (U.S.) INC.,

as Issuer,

ARCH CAPITAL GROUP LTD.,

as Guarantor,

and

THE BANK OF NEW YORK MELLON,

as Trustee

INDENTURE

Dated as of December 13, 2013

Senior Debt Securities

CROSS-REFERENCE TABLE

Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of
December 13, 2013.

TIA		Indenture
Section		Section
§ 310	(a)	6.09
	(b)	6.08, 6.10
	(c)	Not Applicable
§ 311	(a)	6.13
	(b)	6.13
	(c)	Not Applicable
§ 312	(a)	7.01, 7.02
	(b)	7.05
	(c)	7.05
§ 313	(a)	7.03(a)
	(b)	7.03(b)
	(c)	7.03(b)
	(d)	7.03(b) and (c)
§ 314	(a)	7.04
	(b)	Not Applicable
	(c)	1.02
	(d)	Not Applicable
	(e)	1.02
	(f)	Not Applicable
§ 315	(a)	6.01, 6.03
	(b)	6.02, 7.03(b)
	(c)	6.01(b)
	(d)	6.01(c)
	(e)	5.14
§ 316	(a)(1)	5.12, 5.13
	(b)	5.08
	(c)	1.04(d)
§ 317	(a)(1)	5.03
	(a)(2)	5.04
	(b)	10.03
§ 318	(a)	1.07

NOTE:    This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

i

TABLE OF CONTENTS

		Page
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 1.01	DEFINITIONS	1
SECTION 1.02	COMPLIANCE CERTIFICATES AND OPINIONS	6
SECTION 1.03	FORM OF DOCUMENTS DELIVERED TO TRUSTEE	7
SECTION 1.04	ACTS OF HOLDERS	7
SECTION 1.05	NOTICES, ETC., TO TRUSTEE AND COMPANY	8
SECTION 1.06	NOTICE TO HOLDERS; WAIVER	8
SECTION 1.07	CONFLICT WITH TRUST INDENTURE ACT	9
SECTION 1.08	EFFECT OF HEADINGS AND TABLE OF CONTENTS	9
SECTION 1.09	SUCCESSORS AND ASSIGNS	9
SECTION 1.10	SEVERABILITY CLAUSE	9
SECTION 1.11	BENEFITS OF INDENTURE	9
SECTION 1.12	GOVERNING LAW; WAIVER OF TRIAL BY JURY	9
SECTION 1.13	LEGAL HOLIDAYS	10
SECTION 1.14	REFERENCES TO CURRENCY	10
SECTION 1.15	AGENT FOR SERVICE; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES	10
SECTION 1.16	JUDGMENT CURRENCY	11
ARTICLE TWO
SECURITY FORMS
SECTION 2.01	FORMS GENERALLY	11
SECTION 2.02	FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION	11
SECTION 2.03	SECURITIES ISSUABLE IN THE FORM OF A GLOBAL SECURITY	12
SECTION 2.04	FORM OF GUARANTEE	14
ARTICLE THREE
THE SECURITIES
SECTION 3.01	AMOUNT UNLIMITED; ISSUABLE IN SERIES	14
SECTION 3.02	DENOMINATIONS	16
SECTION 3.03	EXECUTION, AUTHENTICATION, DELIVERY AND DATING	17
SECTION 3.04	TEMPORARY SECURITIES	18
SECTION 3.05	REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE	18
SECTION 3.06	MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES	19
SECTION 3.07	PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED	20
SECTION 3.08	PERSONS DEEMED OWNERS	21

i

SECTION 3.09	CANCELLATION	21
SECTION 3.10	COMPUTATION OF INTEREST	21
SECTION 3.11	CUSIP AND ISIN NUMBERS	21
ARTICLE FOUR
SATISFACTION AND DISCHARGE
SECTION 4.01	SATISFACTION AND DISCHARGE OF INDENTURE	21
SECTION 4.02	APPLICATION OF TRUST FUNDS; INDEMNIFICATION	23
SECTION 4.03	DEFEASANCE AND DISCHARGE OF INDENTURE	23
SECTION 4.04	DEFEASANCE OF CERTAIN OBLIGATIONS	24
SECTION 4.05	REINSTATEMENT	25
ARTICLE FIVE
REMEDIES
SECTION 5.01	EVENTS OF DEFAULT	26
SECTION 5.02	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT	27
SECTION 5.03	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE	28
SECTION 5.04	TRUSTEE MAY FILE PROOFS OF CLAIM	29
SECTION 5.05	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES	29
SECTION 5.06	APPLICATION OF MONEY COLLECTED	29
SECTION 5.07	LIMITATION ON SUITS	30
SECTION 5.08	UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST	30
SECTION 5.09	RESTORATION OF RIGHTS AND REMEDIES	30
SECTION 5.10	RIGHTS AND REMEDIES CUMULATIVE	31
SECTION 5.11	DELAY OR OMISSION NOT WAIVER	31
SECTION 5.12	CONTROL BY HOLDERS	31
SECTION 5.13	WAIVER OF PAST DEFAULTS	31
SECTION 5.14	UNDERTAKING FOR COSTS	32
SECTION 5.15	WAIVER OF STAY OR EXTENSION LAWS	32
ARTICLE SIX
THE TRUSTEE
SECTION 6.01	CERTAIN DUTIES AND RESPONSIBILITIES	32
SECTION 6.02	NOTICE OF DEFAULTS	33
SECTION 6.03	CERTAIN RIGHTS OF TRUSTEE	33
SECTION 6.04	NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES	35
SECTION 6.05	MAY HOLD SECURITIES	35
SECTION 6.06	MONEY HELD IN TRUST	35
SECTION 6.07	COMPENSATION AND REIMBURSEMENT	35
SECTION 6.08	DISQUALIFICATION; CONFLICTING INTERESTS	36

ii

SECTION 6.09	CORPORATE TRUSTEE REQUIRED; ELIGIBILITY	36
SECTION 6.10	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR	36
SECTION 6.11	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR	38
SECTION 6.12	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS	39
SECTION 6.13	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	39
ARTICLE SEVEN
HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 7.01	COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS	39
SECTION 7.02	PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS	39
SECTION 7.03	REPORTS BY TRUSTEE	40
SECTION 7.04	REPORTS BY GUARANTOR	40
SECTION 7.05	COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS	40
ARTICLE EIGHT
SUCCESSOR CORPORATION
SECTION 8.01	WHEN COMPANY OR GUARANTOR MAY MERGE OR TRANSFER ASSETS	41
ARTICLE NINE
AMENDMENTS & SUPPLEMENTAL INDENTURES
SECTION 9.01	AMENDMENTS OR SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS	41
SECTION 9.02	AMENDMENTS OR SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS	42
SECTION 9.03	EXECUTION OF SUPPLEMENTAL INDENTURES	43
SECTION 9.04	EFFECT OF SUPPLEMENTAL INDENTURES	43
SECTION 9.05	CONFORMITY WITH TRUST INDENTURE ACT	44
SECTION 9.06	REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES	44
ARTICLE TEN
COVENANTS
SECTION 10.01	PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST	44
SECTION 10.02	MAINTENANCE OF OFFICE OR AGENCY	44
SECTION 10.03	MONEY FOR SECURITIES; PAYMENTS TO BE HELD IN TRUST	45
SECTION 10.04	CORPORATE EXISTENCE	46

iii

SECTION 10.05	STATEMENT BY OFFICERS AS TO DEFAULT	46
SECTION 10.06	WAIVER OF CERTAIN COVENANTS	46
ARTICLE ELEVEN
REDEMPTION OF SECURITIES
SECTION 11.01	APPLICABILITY OF ARTICLE	47
SECTION 11.02	ELECTION TO REDEEM; NOTICE TO TRUSTEE	47
SECTION 11.03	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED	47
SECTION 11.04	NOTICE OF REDEMPTION	48
SECTION 11.05	DEPOSIT OF REDEMPTION PRICE	48
SECTION 11.06	SECURITIES PAYABLE ON REDEMPTION DATE	48
SECTION 11.07	SECURITIES REDEEMED IN PART	49
ARTICLE TWELVE
SINKING FUNDS
SECTION 12.01	APPLICABILITY OF ARTICLE	49
SECTION 12.02	SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES	50
SECTION 12.03	REDEMPTION OF SECURITIES FOR SINKING FUND	50
ARTICLE THIRTEEN
GUARANTEE OF SECURITIES
SECTION 13.01	UNCONDITIONAL GUARANTEE	51
SECTION 13.02	EXECUTION AND DELIVERY OF GUARANTEE	51
SECTION 13.03	OBLIGATIONS OF THE GUARANTOR UNCONDITIONAL	52
SECTION 13.04	WAIVERS	54
SECTION 13.05	AMENDMENT, ETC.	54
SECTION 13.06	FATCA	55

iv

INDENTURE, dated as of December 13, 2013, among Arch Capital Group (U.S.) Inc., a Delaware corporation (herein called the “Company”), Arch Capital Group Ltd., a Bermuda company (herein called the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee hereunder (herein called the “Trustee”).

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided.

All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

The Guarantor, directly or indirectly, owns beneficially 100% of the issued share capital of the Company.

The Guarantor has duly authorized the execution and delivery of this Indenture to provide for the Guarantee of the Securities provided for herein.

All things necessary to make this Indenture a valid agreement of the Guarantor, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 1.01Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1)the terms defined in this Article One have the meanings assigned to them in this Article One and include the plural as well as the singular;

(2)all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3)all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation;

(4)the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular article, section or other subdivision; and

(5)all references used herein to the male gender shall include the female gender.

“Act,” when used with respect to any Holder, has the meaning specified in Section 1.04.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Arch Capital Common Shares” means the common shares, $0.01 par value per share, of Arch Capital Group Ltd. or any other shares of Capital Stock of Arch Capital Group Ltd. into which such Arch Capital Common Shares shall be reclassified or changed.

“Arch Capital Preference Shares” means the preference shares, $0.01 par value per share, of Arch Capital Group Ltd. or any other shares of Capital Stock of Arch Capital Group Ltd. into which such Arch Capital Preference Shares shall be reclassified or changed.

“Board of Directors” means either the board of directors (or the functional equivalent thereof) of the Company or the Guarantor or any duly authorized committee of that board duly authorized to act hereunder.

“Board Resolution” means a copy of a resolution, certified by the secretary or an assistant secretary of the Company or the Guarantor, as the case may be, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, delivered to the Trustee.

“Business Day” means, with respect to any Securities, a day that in the City of New York or in any Place of Payment is not a day on which banking institutions are authorized by law or regulation to close.

“Capital Stock” for any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including preference shares, but excluding any debt securities convertible into such equity.

“Certificated Securities” means Securities that are in registered definitive form.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Company Request” or “Company Order” means a written request or order signed in the name of the Company or the Guarantor, as the case may be, by its chairman of the Board of Directors, a vice

2

chairman, its president or a vice president, and by its treasurer, an assistant treasurer, its secretary or an assistant secretary, and delivered to the Trustee.

“Corporate Trust Office” means the office of the Trustee at which at any particular time the trust created by this Indenture shall be administered, which office, at the time of the execution of this Indenture, is located at 101 Barclay Street, Floor 7E, New York, New York 10286, Attention:  International Corporate Trust.

“Covenant Defeasance” has the meaning specified in Section 4.04.

“Defaulted Interest” has the meaning specified in Section 3.07.

“Depositary” means, unless otherwise specified by the Company pursuant to either Section 2.03 or 3.01, with respect to Securities of any series issuable or issued as a Global Security, The Depository Trust Company, New York, New York, or any successor thereto registered under the Exchange Act or other applicable statute or regulation.

“Event of Default” has the meaning specified in Section 5.01.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder.

“Global Security” means a Security issued to evidence all or a part of any series of Securities which is executed by the Company and authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with this Indenture and pursuant to a Company Order, which shall be registered in the name of the Depositary or its nominee.

“Guarantee” means the guarantee by the Guarantor pursuant to Article Thirteen applicable to any Security which is authenticated and delivered pursuant to this Indenture, which guarantee is endorsed on such Security by the Guarantor pursuant to Article Thirteen.

“Guarantor” means the Person named as the “Guarantor” in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Guarantor” shall mean such successor Person.

“Holder” means a Person in whose name a Security is registered in the Security Register.

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more amendments or indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities established as contemplated by Section 3.01.

“Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“Issuer” means the Company.

“Judgment Currency” has the meaning specified in Section 1.16.

3

“Maturity,” when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Officers’ Certificate” means a certificate signed by (i) the chairman of the board, the president, a vice president or a director, and (ii) the principal financial officer, a vice president, the treasurer, an assistant treasurer, the secretary or an assistant secretary, of the Company or the Guarantor, as the case may be, and delivered to the Trustee.

“Opinion of Counsel” means written opinion of counsel, who may be counsel for the Company and who shall be acceptable to the Trustee.

“Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

“Outstanding,” when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(i)Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(ii)Securities for whose payment or redemption money or evidences of indebtedness in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company or the Guarantor) in trust or set aside and segregated in trust by the Company or the Guarantor (if the Company or the Guarantor shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and

(iii)Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or the Guarantor or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Responsible Officer of the Trustee knows to be so owned shall be so disregarded.  Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or the Guarantor or of such other obligor.  In case of a dispute as to such right, any decision by the Trustee shall be full protection to the Trustee.  Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any, known by the Company to be owned or held by or for the account of any of the above-described Persons; and, subject to Section 6.01, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth

4

and of the fact that all Securities not listed therein are Outstanding for the purposes of any such determination.

“Paying Agent” means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities on behalf of the Company.

“Person” means any individual, corporation, exempted limited company, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Place of Payment,” when used with respect to the Securities of any series, means the place or places where the principal of (and premium, if any) and interest on the Securities of that series are payable as specified as contemplated by Section 3.01.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Preferred Stock” means the preferred stock, $0.01 par value per share, of the Company or any other shares of Capital Stock of the Company into which such Preferred Stock shall be reclassified or changed.

“Process Agent” has the meaning specified in Section 1.15.

“Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price,” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 3.01.

“Responsible Officer,” when used with respect to the Trustee, means any officer of the Trustee with direct responsibility for the administration of this Indenture (which, for the avoidance of doubt, includes without limitation any supplemental indenture hereto).

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.

“Security Register” and “Security Registrar” have the respective meanings specified in Section 3.05.

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.

“Stated Maturity,” when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

5

“Subsidiary” means, with respect to any Person:

(1)any corporation or company a majority of whose Capital Stock with voting power, under ordinary circumstances, to elect directors is, at the date of determination, directly or indirectly, owned by such Person (a “subsidiary”), by one or more subsidiaries of such Person or by such Person and one or more subsidiaries of such Person;

(2)a partnership in which such Person or a subsidiary of such Person is, at the date of determination, a general partner of such partnership; or

(3)any partnership, limited liability company or other Person in which such Person, a subsidiary of such Person or such Person and one or more subsidiaries of such Person, directly or indirectly, at the date of determination, have (x) at least a majority ownership interest or (y) the power to elect or appoint or direct the election or appointment of the managing partner or member of such Person or, if applicable, a majority of the directors or other governing body of such Person.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and in force at the date as of which this instrument was executed, except as provided in Section 9.05.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

“U.S. Government Obligations” means securities which are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as to the timely payment of principal and interest as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company which is a member of the Federal Reserve System and having a combined capital and surplus of at least $50,000,000 as custodian with respect to any such obligation evidenced by such depository receipt or a specific payment of interest on or principal of any such obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the obligation set forth in (i) or (ii) above or the specific payment of interest on or principal of such obligation evidenced by such depository receipt.

SECTION 1.02Compliance Certificates and Opinions.

Upon any application or request by the Company or the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company or the Guarantor, as the case may be, shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and, where appropriate as to matters of law, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

6

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1)a statement that the Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)a statement that, in the opinion of each such Person, such Person has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and

(4)a statement as to whether, in the opinion of each such Person, such condition or covenant has been complied with.

SECTION 1.03Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company or the Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters is erroneous.  Any certificate of counsel or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company or the Guarantor, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

SECTION 1.04Acts of Holders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company or the Guarantor.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company or the Guarantor, if made in the manner provided in this Section 1.04.

7

(b)The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may be proved in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in any reasonable manner which the Trustee deems sufficient.

(c)The ownership of Securities shall be proved by the Security Register.

(d)If the Company or the Guarantor shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company or the Guarantor may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company or the Guarantor shall have no obligation to do so.  Notwithstanding Trust Indenture Act Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed.  If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act maybe given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities shall be computed as of such record date; provided, however, that no such authorization, agreement or consent by such Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

(e)Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company or the Guarantor in reliance thereon, whether or not notation of such action is made upon such Security.

SECTION 1.05Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1)the Trustee by any Holder or by the Company or the Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: International Corporate Trust, or

(2)the Company or the Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument (or, if to the Guarantor, to Arch Capital Group Ltd., Waterloo House, Ground Floor, 100 Pitts Bay Road, Pembroke HM 08, Bermuda) or at any other address previously furnished in writing to the Trustee by the Company, to the attention of the general counsel of the Company or the Guarantor.

SECTION 1.06Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.  In any case

8

where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.  Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason of any other case it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

SECTION 1.07Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with another provision which is required or deemed to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required or deemed provision shall control.

SECTION 1.08Effect of Headings and Table of Contents.

The article and section headings herein and the table of contents are for convenience only and shall not affect the construction hereof.

SECTION 1.09Successors and Assigns.

All covenants and agreements in this Indenture by each of the Company or the Guarantor shall bind its successors and assigns, whether so expressed or not.

SECTION 1.10Severability Clause.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.11Benefits of Indenture.

Nothing in this Indenture or in the Securities or in the Guarantee, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 1.12GOVERNING LAW; WAIVER OF TRIAL BY JURY.

THIS INDENTURE AND THE SECURITIES AND THE GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

9

SECTION 1.13Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest.

Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue on the amount payable on such date or at such date for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, to such next succeeding Business Day.

SECTION 1.14References to Currency.

All references in this Indenture to “dollars” or “$” are to the currency of the United States of America.

SECTION 1.15Agent for Service; Submission to Jurisdiction; Waiver of Immunities.

By the execution and delivery of this Indenture, the Guarantor (i) acknowledges that it has, by separate written instrument, designated and appointed CT Corporation System (the “Process Agent”), 111 Eighth Avenue, New York, New York, 10011, or any successor, as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Guarantee or this Indenture that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that the Process Agent has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit, action or proceeding and (iii) agrees that service of process upon the Process Agent and written notice of said service to it at its principal office in accordance with Section 1.05 hereof), shall be deemed in every respect effective service of process upon it in any such suit or proceeding.  The Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effect so long as the Guarantee shall be outstanding; provided that the Guarantor may (and shall, to the extent the Process Agent ceases to be able to be served on the basis contemplated herein) by written notice to the Trustee, designate such additional or alternative agents for service of process under this Section 1.15 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Guarantor or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 1.15.  Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York.  Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Guarantor appointed and acting in accordance with this Section 1.15.

By execution and delivery of this Indenture, the Company submits to the jurisdiction of any federal or state court in the State of New York, The City of New York, the Borough of Manhattan, in any suit, action or proceeding arising out of or relating to the Securities or this Indenture.

To the extent that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to

10

judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law.

SECTION 1.16Judgment Currency.

The Guarantor hereby agrees to indemnify the Trustee and each Holder against any loss incurred by any of them as a result of any judgment or order being given or made for any amount due under this Indenture or the Guarantee and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than U.S. dollars and as result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in The City of New York at which any such Person on the date of payment of such judgment or order is able to purchase U.S. dollars with the amount of the Judgment Currency actually received by such Person.  The foregoing indemnity shall continue in full force and effect notwithstanding any such judgment or order as aforesaid.  The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, U.S. dollars.

ARTICLE TWO

SECURITY FORMS

SECTION 2.01Forms Generally.

The Securities of each series shall be in substantially the forms established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution in accordance with Section 3.01, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or securities regulatory authority or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities.  If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the secretary or an assistant secretary of each of the Company and the Guarantor and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and delivery of such Securities.

The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.

SECTION 2.02Form of Trustee’s Certificate of Authentication.

The Trustee’s certificate of authentication required by this Article Two shall be in substantially the form set forth below and executed by the Trustee by manual signature.

11

“This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:
	The Bank of New York Mellon,
	as Trustee
	By:
		Authorized Officer”

SECTION 2.03Securities Issuable in the Form of a Global Security.

(a)If the Company shall establish pursuant to Sections 2.01 and 3.01 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company (along with an executed Guarantee endorsed thereon) shall execute and the Trustee shall, in accordance with Section 3.03 and the Company Order delivered to the Trustee thereunder, authenticate and deliver, such Global Security or Securities (including the Guarantees thereon), which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iii) shall be delivered by the Trustee to the Depositary or its custodian or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially to the following effect:  “UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY (AND THE RELATED GUARANTEE) MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (I) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR (II) BY A NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER AND THE GUARANTOR OR THEIR AGENTS FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(b)Notwithstanding any other provision of this Section 2.03 or of Section 3.05, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.05, only to another nominee of the Depositary for such Global Security, or to a successor Depositary for such Global Security selected or approved by the Company or to a nominee of such successor Depositary.

(c)(i)  If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security.  If a successor Depositary for such Global Security is not appointed by the

12

Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute a Company Order for the authentication and delivery of individual Securities of such series in exchange for such Global Security, and the Trustee, upon receipt of such Company Order, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security and the Guarantor shall execute Guarantees thereon.

(ii)If an Event of Default shall have occurred and be continuing or an event shall have occurred which with the giving of notice or lapse of time or both, would constitute an Event of Default with respect to the Securities represented by such Global Security, the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of such series in exchange for such Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security and the Guarantor shall execute Guarantees thereon.

(iii)The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities.  In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities representing such series to be so exchanged for such Global Security or Securities and the Guarantor shall execute Guarantees thereon.

(iv)If specified by the Company pursuant to Section 3.01 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for individual Securities of such series of like tenor and terms in definitive form on such terms as are acceptable to the Company and such Depositary.  Thereupon the Company shall execute, the Guarantor shall execute Guarantees, and the Trustee shall authenticate and deliver, without service charge, (1) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and of any authorized denomination of $1,000 and any integral multiple thereof as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and (2) to such Depositary a new Global Security of like tenor and terms and in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof.

(v)In any exchange provided for in any of the preceding four paragraphs, the Company will execute, the Guarantor shall execute Guarantees on and the Trustee will authenticate and deliver individual Securities in definitive registered form in authorized denominations of $1,000 and any integral multiple thereof.  Upon the exchange of a Global Security for individual Securities, such Global Security shall be cancelled by the Trustee.  Securities issued in exchange for a Global Security pursuant to this Section 2.03 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee.  The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered.

13

SECTION 2.04Form of Guarantee.

The form of Guarantee shall be set forth on the Securities as follows:

For value received, Arch Capital Group Ltd. hereby unconditionally guarantees on an unsecured, unsubordinated basis to the holder of this Security the payment of principal of (and premium, if any) and interest on the Security upon which this Guarantee is endorsed in the amounts and at the times when due and payable whether by declaration thereof, or otherwise, and interest on the overdue principal of (and premium, if any) and interest on such Security, if lawful, and the payment or performance of all other obligations of the Company under the Indenture or the Securities, to the holder of such Security and the Trustee, all in accordance with and subject to the terms and limitations of such Security and Article Thirteen of the Indenture.  This Guarantee will not become effective until the Trustee duly executes the certificate of authentication on this Security.  This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

Dated:
	ARCH CAPITAL GROUP LTD.
	By:
		Name:
		Title:

ARTICLE THREE

THE SECURITIES

SECTION 3.01Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series.  There shall be established in or pursuant to a Board Resolution of each of the Company and the Guarantor and set forth in an Officers’ Certificate of each of the Company and the Guarantor, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series,

(1)any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 2.03, 3.04, 3.05, 3.06, 9.06 or 11.07);

(2)if the price (expressed as a percentage of the aggregate principal amount thereof) at which such Securities will be issued is a price other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such Securities that is convertible into another security or the method by which any such portion shall be determined;

(3)the date or dates on which the principal of the Securities of the series is payable;

14

(4)the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on the Interest Payment Date;

(5)the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(6)the period of periods within which, the price or prices or ratios at which and the terms and conditions upon which Securities of the series may be redeemed, converted or exchanged, in whole or in part;

(7)if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;

(8)if other than the full principal amount, the portion of the principal amount of Securities of the series which will be payable upon declaration of acceleration or provable in bankruptcy;

(9)additional or alternative events of default;

(10)the currency or currencies, including composite currencies, in which payment of the principal of (and premium, if any) and interest, if any, on such Securities shall be payable (if other than the currency of the United States of America), which unless otherwise specified shall be the currency of the United States of America as at the time of payment is legal tender for payment of public or private debts;

(11)if the principal of (and premium, if any) or interest, if any, on such Securities is to be payable, at the election of the Company or any Holder thereof, in a coin or currency other than that in which such Securities are stated to be payable, then the period or periods within which, and the terms and conditions upon which, such election may be made;

(12)whether interest will be payable in cash or additional Securities at the Company’s or the Holders’ option and the terms and conditions upon which the election may be made;

(13)if such Securities are to be denominated in a currency or currencies, including composite currencies, other than the currency of the United States of America, the equivalent price in the currency of the United States of America for purposes of determining the voting rights of Holders of such Securities as Outstanding Securities under this Indenture;

(14)if the amount of payments of principal of (and premium, if any), or portions thereof, or interest, if any, on such Securities may be determined with reference to an index, formula or other method based on a coin or currency other than that in which such Securities are stated to be payable, the manner in which such amounts shall be determined;

(15)additional or alternative covenants or other material terms relating to the offered Securities;

15

(16)whether the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities; the terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Securities;

(17)any listing of such Securities on any securities exchange;

(18)additional or alternative provisions, if any, related to defeasance and discharge of the offered Securities;

(19)the applicability of the Guarantee or any other guarantees;

(20)if convertible into Arch Capital Common Shares, Arch Capital Preference Shares or shares of Preferred Stock the terms on which such Securities are convertible, including the initial conversion price, the conversion period, any events requiring an adjustment of the applicable conversion price and any requirements relating to the reservation of such Arch Capital Common Shares, Arch Capital Preference Shares or shares of Preferred Stock for purposes of conversion;

(21)provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;

(22)each initial Place of Payment; and

(23)any other terms of the series.

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any such indenture supplemental hereto.

The Company may, at any time and from time to time, without the consent of the existing Holders of the Securities of a series, re-open such series and issue additional Securities of such series having the same interest rate, maturity and other terms as the previously issued Securities of such series except for the issue price, issue date, and in some cases, first Interest Payment Date.  The Securities of any series and any additional Securities of such series subsequently issued under this Indenture shall be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments and redemptions.

If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the secretary or an assistant secretary of the Company or the Guarantor, as applicable, and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the Securities of any series (any one Person may sign both such copy in his capacity as secretary or assistant secretary and such Officer’s Certificate in his capacity as an officer).

SECTION 3.02Denominations.

The Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by Section 3.01.  In the absence of any such provisions with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.

16

SECTION 3.03Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by any one of the following individuals: its chairman of the Board of Directors, a vice chairman, its president, treasurer, secretary or any of its vice presidents.  The signature of any of these individuals on the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities.  If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 3.01, or by one or more indentures supplemental hereto as provided by Section 9.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, if it so requests, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel of the Company stating:

(a)that such form has been established in conformity with the provisions of this Indenture;

(b)that such terms have been established in conformity with the provisions of this Indenture;

(c)that this Indenture and such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles;

(d)that all laws and requirements in respect of the execution and delivery by the Company of the Securities have been complied with; and

(e)such other matters as the Trustee may reasonably request.

If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Each Security shall be dated the date of its authentication unless otherwise provided by the terms established and contemplated by Section 3.01.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall

17

be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

SECTION 3.04Temporary Securities.

Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.

If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay.  After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Securities of any series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and the Guarantor shall execute Guarantees thereon.  Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series.

SECTION 3.05Registration; Registration of Transfer and Exchange.

The Company shall cause to be kept at one of its offices or agencies maintained pursuant to Section 10.02 or at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to Section 2.03 and to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities.  The Trustee initially is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.  The Company may act as Security Registrar and may change or appoint a Security Registrar without prior notice to Holders or to the Trustee.

Subject to Section 2.03, upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute and the Guarantor shall execute Guarantees on, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor.  In the case of a transfer of part of any Security, the Company shall execute, the Guarantor shall execute Guarantees on, and the Trustee shall authenticate and deliver, one or more new Securities of the same series in the name of the designated transferee or transferees, in respect of the part transferred, and one or more new Securities of the same series, in respect of the balance of the old Security not transferred, in the name of the transferor.

Subject to Section 2.03, at the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency.  Whenever any Securities are so surrendered for exchange, the Company shall execute, the Guarantor shall execute Guarantees on, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

18

All Securities issued upon any registration or transfer or exchange of Securities and the Guarantees thereon shall be valid obligations of the Company and the Guarantor, respectively, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company and the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.03, 3.04, 9.06 or 11.07 not involving any transfer.

The Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption (under Section 11.03) and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

SECTION 3.06Mutilated, Destroyed, Lost and Stolen Securities.

If there shall be delivered to the Company, the Guarantor and the Trustee (i)(A) any mutilated Security or (B) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to hold each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser, the Company and the Guarantor, if applicable, shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in exchange for such mutilated Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section 3.06, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security of any series issued pursuant to this Section 3.06 in lieu of any destroyed, lost or stolen Security or in exchange for such mutilated Security, shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities and the Guarantee of that series duly issued hereunder.

The provisions of this Section 3.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

19

SECTION 3.07Payment of Interest; Interest Rights Preserved.

Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company or the Guarantor, at its election in each case, as provided in clause (1) or (2) below:

(1)The Company or the Guarantor may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner.  The Company or the Guarantor shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment (which proposed payment date shall be not less than 20 days after the Company’s written notice to the Trustee, unless the Trustee and the Company shall agree otherwise), and at the same time the Company or the Guarantor shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix the Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company and the Guarantor of such Special Record Date and, in the name and at the expense of the Company or the Guarantor, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

(2)The Company or the Guarantor may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company or the Guarantor to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section 3.07, each Security lawfully delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

20

SECTION 3.08Persons Deemed Owners.

The Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 3.07) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Guarantor, the Trustee or any agent of the Company, the Guarantor or the Trustee shall be affected by notice to the contrary.

SECTION 3.09Cancellation.

All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it.  The Company or the Guarantor may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company or the Guarantor may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee.  No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 3.09, except as expressly permitted by this Indenture.  The Trustee shall destroy cancelled Securities in accordance with its customary procedures, and, if so requested by the Company in writing, deliver a certificate of such destruction to the Company or the Guarantor.

SECTION 3.10Computation of Interest.

Except as otherwise specified as contemplated by Section 3.01 for the Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 3.11CUSIP and ISIN Numbers.

The Company in issuing the Securities may use “CUSIP” and “ISIN” numbers (if then generally in use), and the Trustee shall use CUSIP or ISIN numbers, as the case may be, in notices of redemption or exchange as a convenience to Holders and no representation shall be made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of redemption or exchange.  The Company will promptly notify the Trustee, in writing, of any change in the CUSIP or ISIN numbers.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 4.01Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request from the Company and the Guarantor cease to be of further effect with respect to any series of Securities (except with respect to Sections 3.04, 3.05, 3.06, 4.02, 4.05, 6.06, 6.07, 6.08, 6.09, 6.10, 6.11, 6.12, 6.13, 7.01, 7.02, 10.02 and 10.03 and Article Twelve, in each case, to the extent such Section or Article relates to such series of Securities, which Sections and Article shall survive until no Securities of such series are Outstanding), and the Trustee, at the expense of the Company or the Guarantor, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to any series of Securities, on the first date when:

21

(1)either:

(A)all Securities of such series theretofore authenticated and delivered (other than (i) Securities of such series which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company or the Guarantor and thereafter repaid to the Company or the Guarantor or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or

(B)all such Securities not theretofore delivered to the Trustee for cancellation:

(i)have become due and payable, or

(ii)will become due and payable at their Stated Maturity within one year, or

(iii)are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company or the Guarantor,

and the Company or the Guarantor, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose:

(i)money in U.S. dollars (or if the Securities are denominated in a currency other than U.S. dollars, an amount of the applicable currency) in an amount sufficient, or

(ii)(a) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (B) of this subparagraph money in an amount, or (b) a combination of such money and such U.S. Government Obligations, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee,

to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2)if all series of Securities are being discharged, the Company or the Guarantor has paid or caused to be paid all other sums payable hereunder by the Company or the Guarantor; and

(3)the Company and the Guarantor have delivered to the Trustee an Officers’ Certificate (upon which the Trustee may conclusively rely) stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company and the Guarantor to the Trustee under Section 6.07, and, if money or U.S. Government Obligations shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 4.01, the obligations of the Trustee under Section 4.02 and the next to last paragraph of Section 10.03, shall survive.

22

SECTION 4.02Application of Trust Funds; Indemnification.

(a)Subject to the provisions of the next to last paragraph of Section 10.03, all money and U.S. Government Obligations deposited with the Trustee pursuant to Section 4.01, 4.03 or 4.04 and all money received by the Trustee in respect of U.S. Government Obligations deposited with the Trustee pursuant to Section 4.01, 4.03 or 4.04 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company or the Guarantor acting as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated by Section 4.03 or 4.04, but such money need not be segregated from other funds except to the extent required by law.

(b)The Company or the Guarantor shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations deposited pursuant to Section 4.01, 4.03 or 4.04, or the interest and principal received in respect of such obligations other than any payable by or on behalf of Holders.

(c)The Trustee shall deliver or pay to the Company or the Guarantor from time to time upon Company Request from the Company or the Guarantor, as the case may be, any U.S. Government Obligations or money held by it as provided in Section 4.01, 4.03 or 4.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such obligations or money were deposited or received.

SECTION 4.03Defeasance and Discharge of Indenture.

The Company and the Guarantor shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities on the first date all the conditions set forth in the proviso below are satisfied, and the provisions of this Indenture, as it relates to such Outstanding Securities, shall no longer be in effect (and the Trustee, at the expense of the Company or the Guarantor, shall at Company Request from the Company or the Guarantor, as the case may be, execute proper instruments acknowledging the same), except as to:

(a)the rights of Holders of Securities to receive, from the trust funds described in subparagraph (1) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest on the Securities on the Stated Maturity of such principal or installment of principal or interest or on a Redemption Date and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities;

(b)the Company’s and the Guarantor’s obligations with respect to such Securities under Sections 3.04, 3.05, 3.06, 4.02, 4.05, 7.01, 7.02, 10.02 and 10.03; and

(c)the obligations of the Company and the Guarantor to the Trustee under Section 6.07,

provided that the following conditions shall have been satisfied:

23

(1)the Company or the Guarantor has or caused to be irrevocably deposited (except as provided in Section 4.02) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities,

(i)money in U.S. Dollars (or if the Securities are denominated in a currency other than U.S. dollars, an amount of the applicable currency) in an amount sufficient, or

(ii)(a) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (A) or (B) of this subparagraph money in an amount, or (b) a combination of such money and such U.S. Government Obligations, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee,

to pay and discharge (A) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest or on the applicable Redemption Date and (B) any mandatory sinking fund payments applicable to the Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities;

(2)such deposit shall not cause the Trustee with respect to the Securities to have a conflicting interest for purposes of the Trust Indenture Act with respect to the Securities;

(3)such deposit will not result in a breach or violation of, or constitute a default under, any applicable laws, this Indenture or any other agreement or instrument to which the Company or the Guarantor is a party or by which it is bound;

(4)no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit; and

(5)if the deposit referred to in subparagraph (1) of this Section 4.03 is to be made on or prior to one year from the Stated Maturity for payment of principal of the Outstanding Securities, the Company and the Guarantor shall have delivered to the Trustee an Opinion of Counsel with no material qualifications or a favorable ruling of the Internal Revenue Service, in either case to the effect that Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred.

SECTION 4.04Defeasance of Certain Obligations.

If this Section 4.04 is specified to be applicable to Securities of any series, as set forth in an indenture supplemental hereto or Board Resolution with respect to such series, the Company may omit to comply with (or elect to have the obligation of the Guarantor released with respect to) any term, provision or condition set forth in the sections of this Indenture or such Security with respect to the Securities of that series (“Covenant Defeasance”) if:

24

(1)with reference to this Section 4.04, the Company or the Guarantor has deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of that series,

(i)money in U.S. dollars (or if the Securities are denominated in a currency other than U.S. dollars, an amount of the applicable currency) in an amount sufficient, or

(ii)(a) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (A) or (B) of this subparagraph money in an amount, or (b) a combination of such money and such U.S. Government Obligation, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee,

to pay and discharge (A) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Securities of that series on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to Securities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of such Securities;

(2)such deposit shall not cause the Trustee with respect to the Securities of that series to have a conflicting interest for purposes of the Trust Indenture Act with respect to the Securities of any series;

(3)such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or the Guarantor is a party or by which it is bound;

(4)if the deposit referred to in subparagraph (1) of this Section 4.04 is to be made on or prior to one year from the Stated Maturity for payment of principal of the Outstanding Securities, the Company and the Guarantor shall have delivered to the Trustee an Opinion of Counsel with no material qualifications or a favorable ruling of the Internal Revenue Service, in either case to the effect that Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and defeasance had not occurred; and

(5)the Company and the Guarantor shall have delivered to the Trustee an Officers’ Certificate (upon which the Trustee may conclusively rely) stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section 4.04 have been complied with.

SECTION 4.05Reinstatement.

If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 4.01, 4.03 or 4.04 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and the Guarantor’s obligations under this Indenture, the Securities of the applicable series and the Guarantee thereof shall be revived and reinstated as though no deposit had occurred

25

pursuant to Section 4.01, 4.03 or 4.04, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with Section 4.01, 4.03 or 4.04; provided that, if the Company or the Guarantor has made any payment of principal of or interest on the Securities of any series because of the reinstatement of their obligations, the Company and the Guarantor shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.

ARTICLE FIVE

REMEDIES

SECTION 5.01Events of Default.

“Event of Default” (except as otherwise specified or contemplated by Section 3.01 for Securities of any series), wherever used herein with respect to Securities of any series, means any one of the following events:

(1)default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or

(2)default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity; or

(3)default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or

(4)default in the performance, or breach, of any covenant of the Company or the Guarantor in this Indenture, the Securities or the Guarantee (other than a covenant a default in whose performance or whose breach is elsewhere in this Section 5.01 specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series) and continuance of such default or breach for a period of 60 days after there has been given by registered or certified mail, to the Company or the Guarantor by the Trustee, or to the Company, the Guarantor and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of such series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(5)the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or the Guarantor in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company or the Guarantor a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or the Guarantor under any applicable law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or the Guarantor or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or

(6)the commencement by the Company or the Guarantor of a voluntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company or the Guarantor to the entry of a decree or order for relief in respect of the Company

26

or the Guarantor in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Company or the Guarantor, or the filing by the Company or the Guarantor of a petition or answer or consent seeking reorganization or relief under any applicable law, or the consent by the Company or the Guarantor to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or the Guarantor or of any substantial part of the Company’s or the Guarantor’s property, or the making by the Company or the Guarantor of an assignment for the benefit of creditors, or the admission by the Company or the Guarantor in writing of the Company’s or the Guarantor’s inability to pay its debts generally as they become due and its willingness to have a case commenced against it or to seek an order for relief under any applicable bankruptcy, insolvency or other similar law or the taking of corporate action by the Company or the Guarantor in furtherance of any such action;

(7)the Guarantee ceases to be in full force and effect or is declared to be null and void and unenforceable or is found to be invalid, in each case by a court of competent jurisdiction in a final non-appealable judgment, or the Guarantor denies its liability under the Guarantee (other than by reason of release of the Guarantor in accordance with the terms of this Indenture); or

(8)any other Event of Default expressly provided with respect to Securities of that series.

SECTION 5.02Acceleration of Maturity; Rescission and Annulment.

If an Event of Default (other than with respect to an Event of Default under clause (5) or (6) of Section 5.01) with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all of the Securities of that series to be due and payable immediately, by a notice in writing to the Company and the Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable.

In the case of an Event of Default of the type set forth in clause (5) or (6) of Section 5.01, which occurs and is continuing with respect to Securities of any series at the time Outstanding, then all unpaid principal of and accrued interest on all such Outstanding Securities of that series shall become immediately due and payable without any notice or other action on the part of the Trustee or the Holders of any Securities of such series.

At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article Five provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company, the Guarantor and the Trustee, may rescind and annul such declaration and its consequences if:

(1)the Company or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay:

(A)all overdue interest on all Securities of that series,

27

(B)the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities,

(C)to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and

(D)all sums paid or advanced by the Trustee and any predecessor Trustee hereunder and all sums due the Trustee and any predecessor Trustee under Section 6.07;

and

(2)all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

SECTION 5.03Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company and the Guarantor covenant that if:

(1)default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or

(2)default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof,

the Company or the Guarantor will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal (and premium, if any) and interest and interest on any overdue principal (and premium, if any) and on any overdue interest, at the rate or rates prescribed therefor in such Securities, to the extent that payment of such interest (or premium, if any) shall be legally enforceable, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including all amounts due the Trustee and any predecessor Trustee under Section 6.07.

If the Company or the Guarantor fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated.

If any Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

28

SECTION 5.04Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or the Guarantor or any other obligor upon the Securities or the property of the Company or the Guarantor or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company or the Guarantor for the payment of overdue principal, premium or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(i)to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

(ii)to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 5.05Trustee May Enforce Claims without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

SECTION 5.06Application of Money Collected.

Any money collected by the Trustee pursuant to this Article Five shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST:  To the payment of all amounts due the Trustee and each predecessor Trustee under Section 6.07;

29

SECOND:  To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Securities in respect of which or for the benefit of which such money has been collected ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal (and premium, if any) and interest, respectively; and

THIRD:  To the Company.

SECTION 5.07Limitation on Suits.

No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(1)such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;

(2)the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3)such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(4)the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5)no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

SECTION 5.08Unconditional Right of Holders to Receive Principal, Premium and Interest.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 3.07) interest on such Security on the Stated Maturity or Maturities expressed in such Security or the Guarantee thereof (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, including under the Guarantee, and such rights shall not be impaired without the consent of such Holder.

SECTION 5.09Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture or the Guarantee and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to

30

any determination in such proceeding, the Company, the Guarantor, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

SECTION 5.10Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy herein or in the Guarantee conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.11Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or any acquiescence therein.  Every right and remedy given by this Article Five or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 5.12Control by Holders.

The Holders of a majority in principal amount of the Outstanding Securities of any series (or if more than one series is affected thereby, of all series so affected, voting as a single class) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that:

(1)such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or be unduly prejudicial to holders not joining therein, and

(2)the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

SECTION 5.13Waiver of Past Defaults.

Subject to Section 5.02, the Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default:

(1)in the payment of the principal of (or premium, if any) or interest on any Security of such series, or

(2)in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

31

SECTION 5.14Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.14 shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Securities on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date).  This Section 5.14 shall be in lieu of Section 315(e) of the Trust Indenture Act and such Section 315(e) is hereby expressly excluded from this Indenture, as permitted by the Trust Indenture Act.

SECTION 5.15Waiver of Stay or Extension Laws.

Each of the Company and the Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company and the Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE SIX

THE TRUSTEE

SECTION 6.01Certain Duties and Responsibilities.

(a)Except during the continuance of an Event of Default with respect to the Securities of any series,

(1)the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.

(b)In case an Event of Default has occurred with respect to Securities of any series and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to such series of Securities, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

32

(c)No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent or willful misconduct or its own negligent failure to act, except that:

(1)this subsection shall not be construed to limit the effect of subsection (a) of this Section 6.01;

(2)the Trustee shall not be liable for any error or judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(3)the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series, determined as provided in Section 5.12, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and

(4)no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d)Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.01.

SECTION 6.02Notice of Defaults.

Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series, as their names and addresses appear in the Security Register, notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security of such series or in the payment of any sinking fund installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders of Securities of such series; and provided, further, that in the case of any default of the character specified in Section 5.01(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof.  For the purpose of this Section 6.02, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

SECTION 6.03Certain Rights of Trustee.

Subject to the provisions of Section 6.01:

(a)the Trustee may rely and shall be protected in acting or refraining from acting upon any Board Resolution, resolution, Officers’ Certificate, certificate, statement, instrument, Opinion of Counsel, opinion, report, notice, request, direction, consent, order, bond, debenture,

33

note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(c)whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

(d)the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e)the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(f)the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;

(g)the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(h)the Trustee shall not be charged with knowledge of any default or Event of Default with respect to any Securities (other than with respect to an Event of Default described in clause (1), (2) or (3) of Section 5.01) unless written notice of such default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Company or by any Holder of the Securities;

(i)the Trustee may request that the Company and the Guarantor deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded;

(j)in no event shall the Trustee be responsible or liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

34

(k)the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;

(l)in no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services (it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances); and

(m)the permissive rights of the Trustee enumerated herein shall not be construed as duties;

SECTION 6.04Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities.  The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

SECTION 6.05May Hold Securities.

The Trustee, any Paying Agent, any Security Registrar or any other agent of the Company or the Guarantor, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.12, may otherwise deal with, and collect obligations owed to it by, the Company or the Guarantor with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such other agent.

SECTION 6.06Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law.  The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company and the Guarantor.

SECTION 6.07Compensation and Reimbursement.

The Company and the Guarantor, jointly and severally, agree:

(1)to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2)except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by it in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except

35

any such expense, disbursement or advance as may be attributable to its own negligence or bad faith; and

(3)to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder and the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense is due to its own negligence or bad faith.

To ensure the performance of the obligations of the Company under this Section 6.07, the Trustee shall have a senior claim to which the Securities are hereby made subordinate upon all property and funds held or collected by the Trustee as such, except property and funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities.

If the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 5.01(5) or (6), the expenses and compensation for the services will be intended to constitute expenses of administration under any applicable bankruptcy law for relief of debtors.

The provisions of this Section 6.07 shall survive the resignation or removal of the Trustee and the termination and/or satisfaction and discharge of this Indenture.

SECTION 6.08Disqualification; Conflicting Interests.

The Trustee shall comply with the terms of Section 310(b) of the Trust Indenture Act.

SECTION 6.09Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers having (or, in the case of the subsidiary of a bank holding company that guarantees the obligations of the Trustee under this Indenture, such holding company’s parent shall have) a combined capital and surplus of at least $50,000,000 subject to supervision or examination by Federal or State authority.  If such corporation or holding company parent publishes reports of condition at least annually, pursuant to law or the requirements of said supervising or examining authority, then for the purposes of this Section 6.09, the combined capital and surplus of such corporation or holding company parent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.09, it shall resign immediately in the manner and with the effect hereinafter specified in this Article Six.

SECTION 6.10Resignation and Removal; Appointment of Successor.

(a)No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article Six shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.

(b)The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company or the Guarantor.  If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may, at the joint and several

36

expense of the Company and the Guarantor, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.  If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the first sentence of this subsection may be combined with the instrument called for by Section 6.11.

(c)The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Trustee and to the Company and the Guarantor.

(d)If at any time:

(1)the Trustee shall fail to comply with Section 6.08 after written request therefor by the Company, the Guarantor or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(2)the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company, the Guarantor or by any such Holder, or

(3)the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company or the Guarantor by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

(e)If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company or the Guarantor, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.11.  If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company, the Guarantor and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor appointed by the Company or the Guarantor.  If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Guarantor or the Holders and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(f)The Company or the Guarantor shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class

37

mail, postage prepaid, to all Holders of Securities of such series as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

SECTION 6.11Acceptance of Appointment by Successor.

(a)In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company, the Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

(b)In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the Guarantor, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company, the Guarantor or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

(c)Upon request of any such successor Trustee, the Company and the Guarantor shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section 6.11, as the case may be.

(d)No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article Six.

(e)If the instrument of acceptance by a successor Trustee required by this Section 6.11 shall not have been delivered to the Trustee within thirty (30) days after the giving of such

38

notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

SECTION 6.12Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee (including the administration of this Indenture), shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

SECTION 6.13Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the Company or the Guarantor (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company or the Guarantor (or any such other obligor). A trustee who has resigned or been removed shall be subject to the Trust Indenture Act Section 311(a) to the extent provided therein.

ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustee with respect to the Securities of each series:

(a)semi-annually, not more than fifteen days after each Regular Record Date, or, in the case of any series of Securities on which semi-annual interest is not payable, not more than fifteen days after such semi-annual dates as may be specified by the Trustee, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date or such semi-annual date, as the case may be, and

(b)at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company or the Guarantor of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

provided, however, that so long as the Trustee is the Security Registrar, no such list need be furnished.

SECTION 7.02Preservation of Information; Communications to Holders.

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received by the Trustee.  The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.

39

SECTION 7.03Reports by Trustee.

(a)Within 60 days after May 15 of each year commencing with the first May 15 following the date of this Indenture, the Trustee shall transmit by mail to all Holders, as their names and addresses appear in the Security Register, a brief report dated as of such May 15, to the extent required by Section 313(a) of the Trust Indenture Act.

(b)The Trustee shall comply with Sections 313(b), 313(c) and 313(d) of the Trust Indenture Act.

(c)A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with the Commission and with the Company.  The Company will notify the Trustee when any Securities are listed on any stock exchange.

SECTION 7.04Reports by Guarantor.

The Guarantor shall:

(1)file with the Trustee, within 15 days after the Guarantor is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Guarantor may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Guarantor is not required to file information, documents or reports pursuant to either of said sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; and

(2)file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company and the Guarantor with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee shall be entitled to rely exclusively on Officers’ Certificates).

SECTION 7.05Communications by Holders with Other Holders.

Holders may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under this Indenture or the Securities. The Company, the Guarantor, the Trustee and any other Person shall have the protection of Section 312(c) of the Trust Indenture Act.

40

ARTICLE EIGHT

SUCCESSOR CORPORATION

SECTION 8.01When Company or Guarantor May Merge or Transfer Assets.

The Guarantor may not, and may not permit the Company to, consolidate or amalgamate with or merge with or into any other Person (other than a Subsidiary) or convey, transfer, sell or lease its properties and assets substantially as an entirety to any Person (other than a Subsidiary), or permit any Person (other than a Subsidiary) to consolidate with or merge into the Guarantor or the Company, as the case may be, unless:

(1)either (a) the Guarantor or the Company, as the case may be, shall be the surviving Person or (b) the surviving Person (if other than the Guarantor or the Company, as the case may be) shall (1) be a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof, the District of Columbia, Bermuda, the Cayman Islands or any country or state which, on the date of this Indenture or on the date of such transaction, is a member of the Organization for Economic Co-operation and Development and (2) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Guarantor or the Company, as the case may be, under the Securities or the Guarantee, as applicable, and this Indenture;

(2)immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and

(3)the Guarantor or the Company, as the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer, sale or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 8.01 and that all conditions precedent herein provided for relating to such transaction have been satisfied.

The surviving Person of such transaction shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor or the Company, as the case may be, under this Indenture with the same effect as if such successor had been named as the Guarantor or the Company, as the case may be, herein; and thereafter, the Guarantor or the Company, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Securities or the Guarantee, as the case may be. Subject to Section 9.03, the Company, the Trustee and the successor Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Guarantor or the Company, as the case may be.

ARTICLE NINE

AMENDMENTS & SUPPLEMENTAL INDENTURES

SECTION 9.01Amendments or Supplemental Indentures without Consent of Holders.

The Company and the Guarantor, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend or supplement this Indenture or the Securities or the Guarantees without the consent of any Holder, so long as such changes (other than those in clause (1), (2) or (7)) do not materially and adversely affect the interests of the Holder:

41

(1)to cure any ambiguity, omission, defect or inconsistency; or

(2)to make any modifications or amendments that do not, in the good faith opinion of the Company’s and the Guarantor’s respective Board of Directors and the Trustee, adversely affect the interests of the Holders in any material respect; or

(3)to provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture by a successor upon any merger, consolidation or asset transfer as permitted by and in compliance with Article Eight of this Indenture; or

(4)to provide any security for or additional guarantees of the Securities; or

(5)to add Events of Default with respect to the Securities; or

(6)to add to the Company’s or the Guarantor’s covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or the Guarantor by this Indenture; or

(7)to make any change necessary to comply with the Trust Indenture Act, or any amendment thereto, or to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act, provided that such modification or amendment does not, in the good faith opinion of the Company’s and the Guarantor’s respective Board of Directors and the Trustee, adversely affect the interests of the Holders of the Securities in any material respect; or

(8)to provide for uncertificated Securities or Guarantees in addition to Certificated Securities or Guarantees; or

(9)to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or

(10)to establish the form or terms of Securities or the related Guarantees of any series as permitted by Sections 2.01 and 3.01; or

(11)to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b).

SECTION 9.02Amendments or Supplemental Indentures with Consent of Holders.

With the written consent of the Holders of not less than a majority in aggregate principal amount of the Securities of such series affected by such amendment or supplement at the time Outstanding, the Company and the Guarantor, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend or supplement this Indenture or such series of Securities. However, without the consent of each Holder affected, an amendment to this Indenture or the Securities may not:

(1)change the Stated Maturity of the principal of, or any premium on, or any installment of interest with respect to the Securities; or

42

(2)reduce the principal amount of, or the rate (or modify the calculation of such principal amount or rate) of interest on, the Securities or any premium payable upon the redemption thereof or otherwise change the redemption provisions thereof; or

(3)change the currency of payment of principal of or interest on the Securities; or

(4)impair the right to institute suit for the enforcement of any payment on or with respect to the Securities; or

(5)reduce the above-stated percentage of Holders of the Securities of any series necessary to modify or amend this Indenture; or

(6)if the Securities are convertible, adversely affect the right of the Holders to convert Securities other than as provided in or under this Indenture; or

(7)release the Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or

(8)modify the foregoing requirements or reduce the percentage of Outstanding Securities necessary to waive any covenant or past default.

It shall not be necessary for any Act of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or supplemental indenture, but it shall be sufficient if such Act approves the substance thereof.

After an amendment or supplemental indenture under this Section 9.02 becomes effective, the Company and the Guarantor shall mail to each Holder a notice briefly describing the amendment or supplemental indenture.

An amendment or supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

SECTION 9.03Execution of Supplemental Indentures.

The Trustee shall sign any supplemental indenture authorized pursuant to this Article Nine if the amendment contained therein does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign such supplemental indenture. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article Nine or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, in addition to the documents required by Section 1.02, an Officers’ Certificate from each of the Company and the Guarantor and an Opinion of Counsel, each stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.

SECTION 9.04Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article Nine, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for

43

all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 9.05Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article Nine shall conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 9.06Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article Nine may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee, the Guarantor and the Company, to any such supplemental indenture may be prepared and executed by the Company and the Guarantor and be authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

ARTICLE TEN

COVENANTS

SECTION 10.01Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of (and premium, if any) and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture. Payment of principal (and premium, if any) and interest on the Securities may be made at the option of the Company, either by wire transfer or (subject to collection) by check mailed to the address of the Person entitled thereto at such address as shall appear in the Security Register or at the specified offices of any Paying Agent. The Guarantor covenants that it will, as and when any amounts are due hereunder or under any Security, duly and punctually pay such amounts as provided in the Guarantee.

SECTION 10.02Maintenance of Office or Agency.

The Company and the Guarantor will maintain in The City of New York an office or agency where Securities of that series may be presented or surrendered for registration of transfer or exchange and where notices and demands to or upon the Company or the Guarantor in respect of the Securities of that series and this Indenture may be served. The Company and the Guarantor hereby initially appoint the Trustee its office or agency for each of said purposes. The Company and the Guarantor will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company or the Guarantor shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, each of the Company and the Guarantor hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company and the Guarantor may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company or the Guarantor of its obligation to maintain

44

an office or agency in The City of New York for such purposes. The Company and the Guarantor will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

SECTION 10.03Money for Securities; Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum (in the currency in which the Securities of such series are payable) sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company or the Guarantor shall have one or more Paying Agents for any series of Securities, it will, on or prior to the day that is one Business Day preceding each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with a Paying Agent a sum (in the currency in which the Securities of such series are payable) sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

The Company or the Guarantor will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 10.03, that such Paying Agent will:

(1)hold all sums held by it for the payment on the principal of (and premium, if any) or interest on Securities of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(2)give the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series including, without limitation, the Guarantor) in the making of any payment of principal (and premium, if any) or interest on the Securities of that series; and

(3)at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Company or the Guarantor may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company, the Guarantor or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company or the Guarantor, in trust for the payment of the principal of (and premium, if any) or interest on any Security of any series and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company or the Guarantor) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look, only to the Company or the Guarantor for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company or the Guarantor as trustee thereof, shall thereupon cease; provided, however, that

45

the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be mailed or published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City, County and State of New York, or both, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such mailing or publication, any unclaimed balance of such money then remaining will be repaid to the Company or the Guarantor.

The Company shall have no obligation to make payment of principal of (or premium, if any) or interest on any Security in immediately available funds, except that if the Company shall have received original payment for Securities in immediately available funds it shall make available immediately available funds for payment of the principal of such Securities.

SECTION 10.04Corporate Existence.

Except as otherwise permitted under Article Eight, each of the Company and the Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and material rights (charter and statutory) and franchises; provided, however, that the Company and the Guarantor will not be required to preserve any such right or franchise if its respective Board of Directors or senior management of the Company or the Guarantor, as the case may be, determines that the preservation thereof is no longer desirable in the conduct of the business of the Company or the Guarantor and that the loss thereof is not disadvantageous in any material respect to the Holders.

SECTION 10.05Statement by Officers as to Default.

The Company and the Guarantor will each deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a certificate of the principal executive officer, principal financial officer or principal accounting officer of each of the Company and the Guarantor stating whether or not to the best knowledge of the signers thereof the Company or the Guarantor is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture, and if the Company or the Guarantor shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

SECTION 10.06Waiver of Certain Covenants.

In respect of any series of Securities, the Company may omit in any particular instance to comply with any term, provision or condition set forth in Section 10.04 or 10.05 (or any term, provision or condition included in an indenture supplemental hereto or established pursuant to a Board Resolution solely for the benefit of such series of Securities) if before or after the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, and except to the extent so expressly waived, and until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.  The Company or the Guarantor shall give the Trustee written notice of any waiver of any covenants and in any event not later than five (5) Business Days after such waiver has occurred.  In the absence of such notice, the Trustee shall assume that all covenants apply and are in full force and effect.

46

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 11.01Applicability of Article.

Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article Eleven. In addition, unless expressly prohibited in an indenture supplement hereto or in the Board Resolutions with respect to any series of Securities, the Company may purchase, acquire or otherwise hold Securities.

SECTION 11.02Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of less than all the Securities of any series, the Company and the Guarantor shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed, such notice to be accompanied by a written statement signed by an authorized officer of the Company and the Guarantor stating that no defaults in the payment of interest or Events of Default with respect to the Securities of that series have occurred (which have not been waived or cured). In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company and the Guarantor shall furnish the Trustee an Officers’ Certificate evidencing compliance with such restriction.

SECTION 11.03Selection by Trustee of Securities to Be Redeemed.

Other than as set forth in Section 12.03, if less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, as follows:

(i)if the Securities are listed at such time on a national securities exchange, either pro rata or by lot, or if such methods are not in compliance with the requirements of such exchange, in compliance with the requirements of such exchange, or

(ii)if the Securities are not so listed, either pro rata or by lot or by such method as in accordance with the requirements of DTC and which may provide for the selection or redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series.

The Trustee shall promptly notify the Company and the Guarantor in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

47

SECTION 11.04Notice of Redemption.

Notice of redemption shall be given from the Company, the Guarantor or the Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not such Holder receives the notice. Failure to give notice by mail, or any defect in the notice to any such Holder in respect of any Security, shall not affect the validity of the proceedings for the redemption of any other Security.

All notices of redemption shall state:

(1)the Redemption Date;

(2)the Redemption Price and any accrued interest;

(3)if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed;

(4)that on the Redemption Date the Redemption Price and any accrued interest will become due and payable upon each such Security to be redeemed together with accrued interest thereon and, if applicable, that interest thereon will cease to accrue on and after said date;

(5)the place or places where such Securities are to be surrendered for payment of the Redemption Price and any accrued interest;

(6)that the redemption is for a sinking fund, if such is the case; and

(7)the CUSIP number and, if applicable, the ISIN number, of the Securities being redeemed.

Notice of redemption of Securities to be redeemed at the election of the Company or the Guarantor shall be given by the Company, the Guarantor or, at the Company’s or Guarantor’s request, by the Trustee in the name and at the expense of the Company or the Guarantor.

SECTION 11.05Deposit of Redemption Price.

On or prior to the day that is one Business Day preceding any Redemption Date, the Company or the Guarantor shall deposit with the Trustee or with a Paying Agent (or, if the Company or the Guarantor is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money in the currency of the applicable series, in funds immediately available on the due date, sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.

SECTION 11.06Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified together with accrued interest thereon, and from and after such date (unless the Company or the Guarantor shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest.

48

Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

The Trustee shall not redeem any Securities of any series pursuant to this Article Eleven (unless all Outstanding Securities of such series are to be redeemed) or mail or give any notice of redemption of Securities during the continuance of an Event of Default hereunder known to the Trustee with respect to such series, except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company or the Guarantor a sum sufficient for such redemption.  Except as aforesaid, any moneys theretofore or thereafter received by the Trustee shall, during the continuance of such Event of Default, be deemed to have been collected under Article Five and held for the payment of all such Securities of such series.  In case such Event of Default shall have been waived as provided in Section 5.13 or the default cured on or before the sixtieth day preceding the Redemption Date, such moneys shall thereafter be applied in accordance with the provisions of this Article Eleven.

SECTION 11.07Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company, the Guarantor or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Guarantor and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, the Guarantor shall execute Guarantees on and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

ARTICLE TWELVE

SINKING FUNDS

SECTION 12.01Applicability of Article.

The provisions of this Article Twelve shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 3.01 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02.  Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.

49

SECTION 12.02Satisfaction of Sinking Fund Payments with Securities.

The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities have not been previously so credited.  Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

SECTION 12.03Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company (1) will deliver to the Trustee an Officers’ Certificate (A) stating that no defaults in the payment of interest or Events of Default with respect to Securities of that series have occurred (which have not been waived or cured), (B) specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of Securities of that series, (C) stating whether or not the Company intends to exercise its right, if any, to make an optional sinking fund payment with respect to such series on the next ensuing sinking fund payment date and, if so, specifying the amount of such optional sinking fund payment and (D) specifying the portion of such sinking fund payment, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.02 and (2) will also deliver to the Trustee any Securities to be so delivered.  Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities of such series to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.04.  Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.05, 11.06 and 11.07.  Failure of the Company, on or before any such 60th day, to deliver such Officers’ Certificate and Securities specified in this Section 12.03, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (a) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (b) that the Company will make no optional sinking fund payment with respect to Securities of such series as provided in this Article Twelve.

The Trustee shall not redeem or cause to be redeemed any Security of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a default in payment of interest on such Securities or of any Event of Default with respect to such series except that, where the mailing of notice of redemption of any Securities shall therefore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption.  Except as aforesaid, any moneys in the sinking fund for such series at the time when any such default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such default or Event of Default, be deemed to have been collected under Article Five and held for the payment of all such Securities of such series.  In case such Event of Default shall have been waived as provided in Section 5.13 or the default cured on or before the 60th day preceding the sinking fund payment date, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section 12.03 to the redemption of such Securities.

50

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

ARTICLE THIRTEEN

GUARANTEE OF SECURITIES

SECTION 13.01Unconditional Guarantee.

Subject to the provisions of this Article Thirteen, the Guarantor hereby unconditionally guarantees, on an unsecured, unsubordinated basis, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company to the Holders or the Trustee hereunder or thereunder, that:  (a) the principal of (and premium, if any) and interest on the Securities will be duly and punctually paid in full when due, whether at maturity, by acceleration, call for redemption or otherwise and all obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 6.07 hereof) or under the Securities (including fees, expenses or other disbursements) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption, purchase or otherwise (all such obligations guaranteed by the Guarantor, the “Guaranteed Obligations”).  Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, the Guarantor will be obligated to pay, or to perform or cause the performance of the same immediately.  An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities or the Trustee to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company.

The Guarantor agrees to pay any and all fees and expenses (including reasonable attorney’s fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Article Thirteen with respect to the Guarantor.

Without limiting the generality of the foregoing, this Guarantee guarantees, to the extent provided herein, the payment of all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company under this Indenture or the Securities but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company.

No stockholder, officer, director, employee or incorporator, past, present or future, of the Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator.

SECTION 13.02Execution and Delivery of Guarantee.

The Guarantee to be endorsed on the Securities pursuant to Section 2.04 shall be deemed to include the terms of the Guarantee set forth in this Article Thirteen.  The Guarantor hereby agrees to execute the Guarantee in the form established pursuant to Section 2.04 to be endorsed on each Security authenticated and delivered by the Trustee.

51

The Guarantee shall be executed on behalf of the Guarantor by any one of the following individuals: its chairman of the Board of Directors, a vice chairman, its president, treasurer, secretary or any of its vice presidents.  The signature of any of these individuals on the Guarantee may be manual or facsimile.

A Guarantee bearing the manual or facsimile signature of an individual who was at any time the proper officer of the Guarantor shall bind the Guarantor, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of the Security on which the Guarantee is endorsed or did not hold such office at the date of the Guarantee.

The delivery of any Security by the Trustee after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the respective Guarantor.  The Guarantor hereby agrees that the Guarantee set forth in this Article Thirteen and in Section 2.04 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security.

SECTION 13.03Obligations of the Guarantor Unconditional.

Nothing contained in this Article Thirteen or elsewhere in this Indenture or in any Security is intended to or shall impair, as between the Guarantor and the Holders and the Trustee, the obligation of the Guarantor, which is absolute and unconditional, to pay to the Holders and the Trustee the principal of (and premium, if any) and interest on the Securities (and to the Trustee amounts due under Section 6.07) as and when the same shall become due and payable in accordance with the provisions of this Guarantee, nor shall anything herein or therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Indenture.  Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not affect the liability of the Guarantor hereunder:

(a)the lack of validity, regularity or enforceability of this Indenture or the Securities with respect to the Company or any agreement or instrument relating thereto;

(b)any change in the time, manner or place of payment of, or in any other term of any of the Securities, or any other amendment or waiver of or any consent to departure from this Indenture;

(c)any amendment or modification of or deletion from or addition or supplement to or other change in the Guarantee, the Indenture or the Securities or any other instrument or agreement applicable to any of the parties to the Guarantee, the Indenture or the Securities;

(d)any furnishing or acceptance of any security or any guarantee or other liability of any Subsidiary or any other party, or any release of any security or any guarantee or other liability of any Subsidiary or any other party, for the Guaranteed Obligations, or the failure of any security or any guarantee or other liability of any Subsidiary or any other party or the failure of any Person to perfect any interest in any collateral;

(e)any failure, omission or delay on the part of the Company to conform or comply with any term of the Indenture or the Securities or any other instrument or agreement referred to in paragraph (a) above, including, without limitation, failure to give notice to the Guarantor or the Trustee of the occurrence of an Event of Default;

(f)any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Guarantee, the Indenture or the

52

Securities, or any other waiver, consent, extension indulgence, compromise settlement release or other action or inaction under or in respect of the Guarantee, the Indenture or the Securities or any other instrument or agreement referred to in paragraph (a) above or any obligation or liability of the Company or any exercise or non-exercise of any right, remedy, power or privilege under or in respect of any such instrument or agreement or any such obligation or liability;

(g)any failure, omission or delay on the part of the Trustee or any Holder of Securities to enforce, assert, exercise or continue exercising any right, power or remedy conferred on it in the Guarantee or the Indenture, or any such failure, omission or delay on the part of the Trustee or any Holder of Securities in connection with the Guarantee, the Indenture or the Securities, or any other action on the part of the Trustee or any Holder of Securities;

(h)the assignment of any right, title or interest of the Trustee or any Holder in this Indenture or the Securities to any other Person;

(i)any voluntary or involuntary bankruptcy, insolvency, suspension of payments, reorganizations, arrangement, readjustment, assignment for the benefit of creditors, receivership, liquidation or similar proceedings with respect to the Company, the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee, receiver or similar officer or by any court in any such proceeding;

(j)any limitation on the liability or obligations of the Company or any other Person under the Guarantee, the Indenture or the Securities, or any partial discharge, cancellation or unenforceability of the Guarantee, the Indenture or the Securities or any other agreement or instrument referred to in paragraph (c) above or any term hereof, to the extent not mutually agreed upon by the parties hereto;

(k)any merger or consolidation of the Company or the Guarantor into or with any other corporation or any sale, lease or transfer of any of the assets of the Company or the Guarantor to any other Person;

(l)any change in the ownership of any shares of Capital Stock of the Guarantor, or any change in the corporate relationship between the Company and the Guarantor, or any termination of such relationship, or any change in the corporate existence, structure, or ownership of the Company;

(m)any release or discharge, by operation of law, of the Guarantor from the performance or observance of any obligation, covenant or agreement contained in the Guarantee, the Indenture or the Securities;

(n)any action, failure, omission or delay on the part of the Trustee or any Holder of Securities that may impede any Guarantor from acquiring or subrogating such Holders or Trustee’s rights or benefits; or

(o)any other occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance that might otherwise constitute a legal defense or discharge of the liabilities of the Guarantor or that might otherwise limit recourse against the Guarantor; it being the intent of the Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or the Securities.

53

The Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance with respect to any of the Securities is rescinded or must otherwise be returned by the Trustee, any Holder or any other Person upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment or performance had not been made or occurred.  In the event that any payment or any part thereof is rescinded or must otherwise be returned, the Securities shall be reinstated and deemed reduced only by such amount paid and not so rescinded or returned.

The obligations of the Guarantor under the Guarantee shall not be subject to reduction, termination or other impairment by any set-off, recoupment, counterclaim or defense or for any other reason.

SECTION 13.04Waivers.

The Guarantor hereby irrevocably waives, to the extent permitted by applicable law:

(a)promptness, demand for payment, diligence, presentment, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and the Guarantee;

(b)any requirement that the Trustee, any Holder or any other Person protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right, sue or take any action against the Company or any other Person, or obtain any relief pursuant to this Indenture or pursue any other available remedy prior to making a claim against the Guarantor hereunder;

(c)all right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Indenture or the Securities;

(d)filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever;

(e)any defense arising by reason of any claim or defense based upon an election of remedies by the Trustee or any Holder that in any manner impairs, reduces, releases or otherwise adversely affects its subrogation, contribution or reimbursement rights or other rights to proceed against the Company or any other Person;

(f)any right to which it may be entitled to have the assets of the Company first be used as payment of the Company’s or the Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Guarantor hereunder; or

(g)any duty on the part of the Trustee or any Holder to disclose to the Guarantor any matter, fact or thing relating to the business, operation or condition of the Company and its assets now known or hereafter known by the Trustee or such Holder.

SECTION 13.05Amendment, Etc.

No amendment, modification or waiver of any provision of this Indenture relating to the Guarantor or consent to any departure by the Guarantor or any other Person from any such provision will in any event be effective unless it is signed by the Guarantor and the Trustee.

54

SECTION 13.06FATCA

In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to this Indenture in effect from time to time (“Applicable Law”) that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Company and the Guarantors agree (i) to provide to the Trustee sufficient information about the parties and/or transactions (including any modification to the terms of such transactions) so the Trustee can determine whether it has any tax-related obligations under Applicable Law, (ii) that the Trustee shall be entitled to make any withholding or deductions from payments to the extent necessary to comply with Applicable Law for which the Trustee shall not have any liability, and (iii) to hold harmless the Trustee for any losses it may suffer due to the actions it takes to comply with Applicable Law.  The terms of this section shall survive the termination of this Indenture.

[Signature page to follow]

55

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

ARCH CAPITAL GROUP (U.S.) INC.
By:	/s/ Thomas J. Ahern
	Name: Thomas J. Ahern
	Title: SVP & Chief Financial Officer
THE BANK OF NEW YORK MELLON
as Trustee
By:	/s/ Michelle Drinkard
	Name: Michelle Drinkard
	Title: Vice President

56

IN WITNESS WHEREOF, ARCH CAPITAL GROUP LTD., as Guarantor, has caused this Indenture to be duly executed as a deed as of the day and year first before written.

ARCH CAPITAL GROUP LTD.
By:	/s/ Mark D. Lyons
	Name: Mark D. Lyons
	Title: Executive Vice President & Chief Financial Officer

57

EX-4.2

Exhibit 4.2

ARCH CAPITAL GROUP (U.S.) INC.,
as Issuer,

ARCH CAPITAL GROUP LTD,
as Guarantor

and

THE BANK OF NEW YORK MELLON,
as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated December 13, 2013

5.144% Senior Notes due 2043

FIRST SUPPLEMENTAL INDENTURE, dated December 13, 2013, between Arch Capital Group (U.S.) Inc., a Delaware corporation (herein called the “Company”), Arch Capital Group Ltd., a Bermuda company (herein called the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee hereunder (herein called the “Trustee”).

RECITALS OF THE COMPANY

The Company, the Guarantor and the Trustee entered into an Indenture dated as of December 13, 2013 (the “Original Indenture”), pursuant to which senior unsecured debentures, notes or other evidences of indebtedness of the Company (the “Securities”), which may be convertible into or exchangeable for any securities of any Person (including the Company), may be issued in one or more series from time to time.

Section 3.01 of the Original Indenture permits the terms of any series of Securities to be established in an indenture supplemental to the Original Indenture.

Section 9.01 of the Original Indenture provides that a supplemental indenture may be entered into by the Company, the Guarantor and the Trustee without the consent of any Holders of the Securities for certain purposes stated therein.

The Company and the Guarantor have requested the Trustee to join with each of them in the execution and delivery of this First Supplemental Indenture in order to supplement the Original Indenture by, among other things, establishing certain terms of a series of Securities to be known as the Company’s “5.144% Senior Notes due 2043” (the “Notes”), to be fully and unconditionally guaranteed by the Guarantor and adding certain provisions thereof for the benefit of the Holders of the Notes.

The Company has furnished the Trustee with a duly authorized and executed Company Order dated December 13, 2013 authorizing the execution of this First Supplemental Indenture and the issuance of the Notes.  Such Company Order is sometimes referred to herein as the “Authentication Order.”

All things necessary to make this First Supplemental Indenture a valid agreement of the Company, the Guarantor and the Trustee and a valid supplement to the Original Indenture have been done.

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes to be issued hereunder by Holders thereof, the Company, the Guarantor and the Trustee mutually

1

covenant and agree, for the equal and proportionate benefit of the respective Holders from time to time of the Notes, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 1.1.Definitions.

The Original Indenture together with this First Supplemental Indenture are hereinafter sometimes collectively referred to as the “Indenture.”  For the avoidance of doubt, references to any “Section” of the “Indenture” refer to such Section of the Original Indenture as supplemented and amended by this First Supplemental Indenture.  All capitalized terms which are used herein and not otherwise defined herein are defined in the Original Indenture and are used herein with the same meanings as in the Original Indenture.  If a capitalized term is defined in the Original Indenture and this First Supplemental Indenture, the definition in this First Supplemental Indenture shall apply to the Notes.

For all purposes of this First Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1)           the terms defined in this article have the meanings assigned to them in this article and include the plural as well as the singular;

(2)           all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3)           all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation;

(4)           the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular article, section or other subdivision; and

2

(5)           all references used herein to the male gender shall include the female gender.

ARTICLE TWO

SECURITIES FORMS

SECTION 2.1.Creation of the Notes; Designations.

In accordance with Section 3.01 of the Original Indenture, the Company hereby creates the Notes as a series of its Securities issued pursuant to the Indenture.  The Notes shall be known and designated as the “5.144% Senior Notes due 2043” of the Company.

SECTION 2.2.Forms Generally.

The Notes, the Trustee’s certificate of authentication and the Guarantee shall be in the forms set forth in Exhibit I attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Notes or the Guarantee, as applicable, as evidenced by their execution of the Notes and the Guarantee.  Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

The Notes and the Guarantee shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the officers of the Company executing such Notes or the Guarantee, as applicable, as evidenced by their manual execution of such Notes and the Guarantee.

SECTION 2.3.Ranking.

The Notes will represent the Company’s direct, unsecured obligations and will rank equally with all the Company’s current and future unsecured and unsubordinated indebtedness.  The Guarantee will represent the Guarantor’s direct, unsecured senior obligation and will rank equally with all similar guarantee agreements issued by the Guarantor as direct, unsecured senior obligations.

3

ARTICLE THREE

GENERAL TERMS AND CONDITIONS OF THE NOTES

SECTION 3.1.Title and Terms of Notes.

(a)           The aggregate principal amount of Notes which shall be authenticated and delivered on December 13, 2013 (the “Issue Date”) under the Indenture shall be $500,000,000 (and which shall initially be in the form of a Global Security); provided, however, that the Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may issue additional senior notes in any amount having the same ranking and the same interest rate, interest payment dates, maturity and other terms as the Notes, except for the issue price, the issue date and, in some cases, the first interest payment date; any additional senior notes having such similar terms shall be authenticated by the Trustee upon receipt of a Company Order to that effect, and when so authenticated, will constitute “Notes” for all purposes of the Indenture and will (together with all other Notes issued under the Indenture) constitute a single series of Securities under the Indenture.  The Notes will be issued only in fully registered form without coupons in denominations of $2,000 and any whole multiple of $1,000.

(b)           The principal amount of the Notes is due and payable in full on November 1, 2043, unless earlier redeemed.

(c)           The Notes shall bear interest at the rate of 5.144% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months) from the Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for to maturity or early redemption; and interest will be payable semi-annually on May 1 and November 1 of each year, commencing May 1, 2014, to the Persons in whose name such Notes were registered at the close of business on the preceding April 15 or October 15, respectively.

(d)           Principal of and interest on the Notes shall be payable in accordance with Sections 1.13, 3.07 and 10.01 of the Original Indenture.

(e)           Other than as provided in Articles Four or Five of this First Supplemental Indenture, the Notes shall not be redeemable.

(f)            The Notes shall not be entitled to the benefits of a sinking fund.

(g)           The Notes shall not be convertible into any other securities.

(h)           Section 4.04 of the Original Indenture shall apply to the Notes.

4

(i)            The Company initially appoints the Trustee as Registrar and Paying Agent with respect to the Notes until such time as the Trustee has resigned or a successor has been appointed.

(j)            The Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.

(k)           A Holder may transfer or exchange Notes only in accordance with the Indenture.  Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents.  No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

ARTICLE FOUR

SPECIAL REDEMPTION

SECTION 4.1.Special Mandatory Redemption.

If (i) the Purchase Agreements are terminated on any date prior to June 30, 2014, (ii) the Company publicly announces on any date prior to June 30, 2014 that the Acquisition will not be pursued or (iii) the Acquisition is not consummated prior to June 30, 2014 (the earliest of any such date, a ‘‘Trigger Date’’), then the Company shall redeem the Notes on the Special Mandatory Redemption Date at a special mandatory redemption price equal to 101% of the aggregate principal amount of the Notes (the “Special Mandatory Redemption Price”), plus accrued and unpaid interest on the Notes from the Issue Date, or the most recent Interest Payment Date, whichever is later, to, but excluding, the Special Mandatory Redemption Date.  Notwithstanding the foregoing, interest on the Notes for which the Interest Payment Date is on or before the Special Mandatory Redemption Date, shall be payable on such Interest Payment Date to the holder of such Notes at the close of business on the preceding Regular Record Date.

SECTION 4.2.Special Redemption Definitions.

As used in this Article Four, the following terms shall have the respective meanings set forth below:

“Purchase Agreements” mean, collectively, (i) the Asset Purchase Agreement, dated as of February 7, 2013 and amended as of May 31, 2013, and as further amended,

5

supplemented and/or restated from time to time, by and among the Company, Arch U.S. MI Services Inc., a Delaware corporation, the Receiver of PMI Mortgage Insurance Co. in Rehabilitation (the “Receiver”), on behalf of PMI Mortgage Insurance Co., an Arizona stock insurance corporation (“PMI”), and (ii) the CMG Stock Purchase Agreement, dated as of February 7, 2013 and amended as of May 31, 2013, and as further amended, supplemented and/or restated from time to time, by and among the Company, Arch U.S. MI Holdings Inc., a Delaware corporation, the Receiver, on behalf of PMI, CMFG Life Insurance Company, formerly known as CUNA Mutual Insurance Society, an Iowa corporation, and CMG Mortgage Insurance Company, a Wisconsin insurance company.

“Acquisition” means the transaction contemplated by the Purchase Agreements.

“Special Mandatory Redemption Date” means the tenth Business Day following the Trigger Date.

SECTION 4.3.Special Mandatory Redemption Procedures.

The Company shall give notice of a special mandatory redemption pursuant to Section 4.1 to be transmitted by first-class mail, postage prepaid, to each Holder of the Notes at its address appearing in the Security Register, with a copy to the Trustee, no later than five Business Days after the occurrence of a Trigger Date.  Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not such Holder receives the notice.  Failure to give notice by mail, or any defect in the notice to any such Holder in respect of any Notes, shall not affect the validity of the proceedings for the special mandatory redemption of any other Notes.

Such notice shall state:

(1)           the Special Mandatory Redemption Date;

(2)           the Special Mandatory Redemption Price and any accrued interest;

(3)           that on the Special Mandatory Redemption Date the Special Mandatory Redemption Price and any accrued interest will become due and payable upon each Note and that interest on the Notes will cease to accrue on and after said date;

(4)           the place or places where the Notes are to be surrendered for payment of the Special Mandatory Redemption Price and any accrued interest; and

(5)           the CUSIP number and, if applicable, the ISIN number, of the Notes.

6

Notice of a special mandatory redemption having been given as aforesaid, the Notes so to be redeemed shall, on the Special Mandatory Redemption Date, become due and payable at the Special Mandatory Redemption Price therein specified together with accrued interest thereon.  If funds sufficient to pay the Special Mandatory Redemption Price of all Notes to be redeemed on the Special Mandatory Redemption Date, and any accrued interest, in accordance with the Section 4.1 are deposited with the Paying Agent on or before the Special Mandatory Redemption Date, the Notes shall cease to bear interest on and after the Special Mandatory Redemption Date, and all rights under the Notes shall terminate.

Upon surrender of the Notes for a special mandatory redemption in accordance with said notice, such Notes shall be paid by the Company at the Special Mandatory Redemption Price, together with accrued interest to the Special Mandatory Redemption Date.

If any Notes called for a special mandatory redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Special Mandatory Redemption Date at the rate prescribed therefor in the Notes.

ARTICLE FIVE

OPTIONAL REDEMPTION

SECTION 5.1.Optional Redemption.

The Notes will be redeemable, in whole at any time or in part from time to time, at the Company’s option, at a Redemption Price equal to accrued and unpaid interest on the principal amount being redeemed to the Redemption Date plus the greater of: (A) 100% of the principal amount of the Notes to be redeemed, and (B) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 20 basis points.  Interest on the Notes for which the Redemption Date is after a Regular Record Date and before the following Interest Payment Date, shall be payable to the holder of such Notes at the close of business on the Regular Record Date.

SECTION 5.2.Optional Redemption Definitions.

As used in this Article Five, the following terms shall have the respective meanings set forth below:

7

“Treasury Rate” means, for any Redemption Date, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate notes of comparable maturity to the remaining term of such Notes.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company after consultation with the Trustee.

“Comparable Treasury Price” means, for any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations for that Redemption Date, or (B) if the Independent Investment Banker obtains fewer than four Reference Treasury Dealer Quotations, the average of all the Reference Treasury Dealer Quotations obtained.

“Reference Treasury Dealer Quotations” means, for each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding the Redemption Date for the Notes being redeemed.

“Reference Treasury Dealer” means (1)(i) each of J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated and their respective successors and (ii) a primary U.S. government securities dealer in the United State (a “Primary Treasury Dealer”) selected by Wells Fargo Securities, LLC or its successor; provided, however, that if any of the foregoing ceases to be or refuses to act as a Primary Treasury Dealer, the Company will appoint another Primary Treasury Dealer as a substitute and (2) any other Primary Treasury Dealers selected by the Company.

SECTION 5.3.Optional Redemption Procedures.

The provisions of Article Eleven of the Original Indenture shall apply in the case of a redemption pursuant to this Article Five.

8

ARTICLE SIX

COVENANTS

SECTION 6.1.Covenants.

(a)The Notes shall be entitled to the benefit of each of the covenants in Article Ten of the Original Indenture and the following additional covenants (which shall be deemed to be provisions of the Original Indenture, when referred to as a provision of the Original Indenture, shall be identified by reference to the Section number that is set forth immediately preceding the covenant):

“SECTION 10.07.Limitation on Liens on Stock of Designated Subsidiaries.

Neither the Company nor the Guarantor shall, nor shall either the Company or the Guarantor permit any Designated Subsidiary to, create, assume, incur or guarantee any indebtedness for money borrowed that is evidenced by notes, debentures, bonds or similar negotiable instruments, which is secured by any mortgage, pledge, lien, security interest or other encumbrance (each, a “Lien”) upon any shares of Capital Stock of any Designated Subsidiary (whether such shares of stock are now owned or hereafter acquired) without providing concurrently for the Notes to be secured equally and ratably with such indebtedness (it being understood that such security interest in favor of the Holders of the Notes shall be automatically released if the Liens securing the other indebtedness are for any reason released) for at least the time period such other indebtedness is so secured.

SECTION 10.08.Limitation on the Disposition of Stock of Designated Subsidiaries.

So long as any Notes are Outstanding, the Guarantor will not, nor will the Guarantor permit any Designated Subsidiary to, issue, sell, assign, transfer or otherwise dispose of any shares of Capital Stock of any Designated Subsidiary (other than to the Company, the Guarantor or another Designated Subsidiary) unless, after giving effect to any such issuance, sale, assignment, transfer or other disposal, the Guarantor and its Designated Subsidiaries, would own, directly or indirectly, 80% or more of the shares of Capital Stock of such Designated Subsidiary and the consideration received is at least equal to the fair market value of the Capital Stock so disposed of or issued, as the case may be, as set forth or stated in a Board Resolution adopted in good faith; provided, however, the foregoing shall not apply to (i) any grant of a Lien or any sale, transfer or other disposition resulting from any foreclosure or similar proceeding with respect to a Lien, (ii) the sale, transfer, disposition or issuance of directors’ qualifying

9

shares or similar securities, (iii) any issuance, sale, assignment, transfer or disposition of securities required by any law, regulation or order of any court, or governmental or insurance regulatory authority, unless any such order was requested by the Company, the Guarantor or any of the Designated Subsidiaries, or (iv) any such sale, transfer or disposition pursuant to any agreement or contractual arrangement between the Company or the Guarantor and any of its security holders in effect on the date the Notes are first issued.”

(b)For purposes only of the Notes and Sections 10.07 and 10.08 of the Original Indenture, the following terms shall have the following meanings:

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such person, including Preferred Stock, in each case, which are entitled to vote in the election of directors, member or general partners or other similar managing body, as applicable, but excluding any debt securities convertible into or other securities convertible into such equity; provided, however, that preferred shares or other similar securities issued in the ordinary course of business by any of the Company’s Subsidiaries in connection with their “rent-a-captive” business shall not be deemed capital stock for purposes of the covenants described herein.

“Designated Subsidiary” means any present or future consolidated Subsidiary of the Guarantor, the assets of which constitute at least 20% of the Guarantor’s consolidated assets; provided, however, that (i) in the event Liens of the type described in Section 10.07 are placed on the Capital Stock of more than one of the Guarantor’s Subsidiaries in one transaction or in a series of related transactions and such Subsidiaries, when taken together as a whole, constitute at least 20% of the Guarantor’s consolidated assets, each such Subsidiary shall be deemed to be a “Designated Subsidiary” for purposes such transaction or transactions, as the case may be, and (ii) in the event of a sale, transfer or other disposition of the type described in Section 10.08 of any shares of Capital Stock of more than one of the Guarantor’s Subsidiaries in one transaction or in a series of related transactions and such Subsidiaries, when taken together as a whole, constitute at least 20% of the Guarantor’s consolidated assets, each such Subsidiary shall be deemed to be a “Designated Subsidiary” for purposes of transaction or transactions, as the case may be.

“Lien” shall have the meaning set forth in Section 10.07 hereof.

(c)For purposes of the Indenture and the Notes, Section 10.04 of the Original Indenture is hereby amended in its entirety and replaced with the following:

10

“SECTION 10.04.Corporate Existence.

Except as otherwise permitted under Article Eight, the Company and the Guarantor will each do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and material rights (charter and statutory) and franchises; provided, however, that neither the Company nor the Guarantor will be required to preserve any such right or franchise if the Company’s Board of Directors or the Guarantor’s Board of Directors, as the case may be, or senior management of the Company or the Guarantor, as the case may be, determine that the preservation thereof is no longer desirable in the conduct of the business of the Company or the Guarantor, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Holders.”

ARTICLE SEVEN

SUCCESSOR CORPORATION

SECTION 7.1.When Company or Guarantor May Merge or Transfer Assets.

For purposes of the Indenture and the Notes, Section 8.01 of the Original Indenture is hereby amended in its entirety and replaced with the following:

“SECTION 8.01:When Company or Guarantor May Merge or Transfer Assets.

The Guarantor shall not, and shall not permit the Company to, consolidate or amalgamate with or merge with or into any other Person (other than a Subsidiary) or convey, transfer, sell or lease the properties and assets of the Company substantially as an entirety to any Person (other than a Subsidiary), or permit any Person to consolidate with or merge into the Guarantor or the Company, as the case may be, unless:

(1)either (a) the Guarantor or the Company, as the case may be, shall be the surviving Person or (b) the surviving Person (if other than the Guarantor or the Company, as the case may be) shall (1) be a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof, the District of Columbia, Bermuda, the Cayman Islands or any country or state which, on the date of this Indenture or on the date of such transaction, is a member of the Organization for Economic Co-operation and Development and (2) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Guarantor or the Company, as the case may be, under the Securities or the Guarantee, as applicable, and this Indenture;

11

(2)immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and

(3)the Guarantor or the Company, as the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer, sale or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 8.01 and that all conditions precedent herein provided for relating to such transaction have been satisfied.

The surviving Person of such transaction shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor or the Company, as the case may be, under this Indenture with the same effect as if such successor had been named as the Guarantor or the Company, as the case may be, herein; and thereafter, the Guarantor or the Company, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Securities or the Guarantee, as the case may be. Subject to Section 9.03, the Company, the Trustee and the successor Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Guarantor or the Company, as the case may be.”

ARTICLE EIGHT

EVENTS OF DEFAULT

SECTION 8.1.Events of Default.

Section 5.01 of the Original Indenture is, for purposes of the Indenture and the Notes, hereby amended to add the following clauses (8) through (10):

“(8)default by the Company or the Guarantor, as the case may be, in the payment when due of the principal or premium, if any, of any bond, debenture, note or other evidence of its indebtedness, in each case for money borrowed, or in the payment of principal or premium, if any, under any mortgage, indenture, agreement or instrument under which there may be issued or by which there may be secured or evidenced any of the indebtedness of the Company or the Guarantor, as the case may be, for money borrowed, which default for payment of principal or premium, if any, is in an aggregate amount exceeding $50.0 million, if such default shall continue unremedied or unwaived for more than 60 days after the expiration of any grace period or extension of the time for payment applicable thereto; or

12

(9)default by the Company or the Guarantor, as the case may be, under any instrument or instruments under which there is or may be secured or evidenced any of the indebtedness of the Company or the Guarantor, as the case may be (other than the Notes or the Guarantee), having an outstanding principal amount of $50.0 million or more, individually or in the aggregate, that has caused the holders thereof to declare such indebtedness to be due and payable prior to its stated maturity, unless such declaration has been rescinded or cured within 60 days; or

(10)failure within 60 days to pay, bond or otherwise discharge any uninsured judgment against the Company or the Guarantor, as the case may be, or court order for the payment of money by the Company or the Guarantor, as the case may be, in each case, in excess of $50.0 million, which is not stayed on appeal or is not otherwise being appropriately contested in good faith.”

ARTICLE NINE

MISCELLANEOUS

SECTION 9.1.Effect of First Supplemental Indenture.

(a)This First Supplemental Indenture is a supplemental indenture within the meaning of Section 9.01 of the Original Indenture, and the Original Indenture shall be read together with this First Supplemental Indenture and shall have the same effect over the Notes, in the same manner as if the provisions of the Original Indenture and this First Supplemental Indenture were contained in the same instrument.

(b)In all other respects, the Original Indenture is confirmed by the parties hereto as supplemented by the terms of this First Supplemental Indenture.

SECTION 9.2.Effect of Headings.

The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 9.3.Successors and Assigns.

All covenants and agreements in this First Supplemental Indenture by the Company, the Guarantor, the Trustee and the Holders shall bind their successors and assigns, whether so expressed or not.

13

SECTION 9.4.Severability Clause.

In case any provision in this First Supplemental Indenture, in the Notes or in the Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 9.5.Benefits of First Supplemental Indenture.

Nothing in this First Supplemental Indenture, in the Notes or in the Guarantee, express or implied, shall give to any Person, other than the parties hereto, any benefit or any legal or equitable right, remedy or claim under this First Supplemental Indenture.

SECTION 9.6.Conflict.

In the event that there is a conflict or inconsistency between the Original Indenture and this First Supplemental Indenture, the provisions of this First Supplemental Indenture shall control; provided, however, if any provision hereof limits, qualifies or conflicts with another provision herein or in the Original Indenture, in either case, which is required or deemed to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required or deemed provision shall control.

SECTION 9.7.Governing Law.

THIS FIRST SUPPLEMENTAL INDENTURE, THE NOTES AND THE GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 9.8.Trustee.

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company or the Guarantor, as the case may be.

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

14

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed on the date and year first written above.

ARCH CAPITAL GROUP (U.S.) INC.,
as Issuer.
By:	/s/ Thomas J. Ahern
	Name:	Thomas J. Ahern
	Title:	Senior Vice President & Chief Financial Officer
ARCH CAPITAL GROUP LTD.,
as Guarantor
By:	/s/ Mark D. Lyons
	Name:	Mark D. Lyons
	Title:	Executive Vice President & Chief Financial Officer
THE BANK OF NEW YORK MELLON,
	as Trustee
By:	/s/ Michelle Drinkard
	Name:	Michelle Drinkard
	Title:	Vice President

First Supplemental Indenture Signature Page

EXHIBIT I

[INSERT GLOBAL SECURITY LEGEND, IF APPROPRIATE - UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ARCH CAPITAL GROUP (U.S.) INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND SUCH PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.]

ARCH CAPITAL GROUP (U.S.) INC.
5.144% SENIOR NOTE DUE 2043

No.

Principal Amount $

CUSIP No.            03938JAA7

ARCH CAPITAL GROUP (U.S.) INC., a Delaware corporation, for value received, promises to pay to                                             , or registered assigns, the principal sum of                                              United States Dollars (US$                    ) on November 1, 2043.

Interest Payment Dates:  May 1 and November 1.

Regular Record Dates:  April 15 and October 15.

Additional provisions of this Note are set forth on the other side of this Note.

1

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

ARCH CAPITAL GROUP (U.S.) INC.
By:
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture.

Dated:

THE BANK OF NEW YORK MELLON,
as Trustee
By:
	Authorized Officer

Signature Page to Note-

For value received, Arch Capital Group Ltd. hereby unconditionally guarantees on an unsecured, unsubordinated basis to the holder of the Notes represented by this Security the payment of principal of (and premium, if any) and interest on the Security upon which this Guarantee is endorsed in the amounts and at the times when due and payable whether by declaration thereof, or otherwise, and interest on the overdue principal of (and premium, if any) and interest on such Notes, if lawful, and the payment or performance of all other obligations of the Company under the Indenture or the Notes, to the holder of such Notes and the Trustee, all in accordance with and subject to the terms and limitations of such Notes and Article Thirteen of the Indenture.  This Guarantee will not become effective until the Trustee duly executes the certificate of authentication on this Security.  This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

Dated:
	ARCH CAPITAL GROUP LTD.
	By:
		Name:
		Title:

Signature Page to Guarantee Endorsement-

(Reverse of Note)

5.144% Senior Note due 2043

1.Interest

Arch Capital Group (U.S.) Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), for value received, promises to pay interest on the principal amount of this Note (the “Note”) at the rate of 5.144% per annum.  The Company shall pay interest semiannually on May 1 and November 1 of each year, commencing May 1, 2014.  Interest on the Note shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from December 13, 2013 until the principal hereof is due.  Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.  The Company shall pay interest on overdue principal at the rate borne by the Note, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

2.Method of Payment

The Company shall pay interest on the Note (except defaulted interest, which shall be paid pursuant to Section 3.07 of the Original Indenture) to the Persons who are registered Holders at the close of business on the April 15 or October 15 next preceding the Interest Payment Date even if Notes are canceled after the record date and on or before the Interest Payment Date.  The Company shall pay principal, premium, if any, and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.  Payment of principal (and premium, if any) and interest in respect of Notes represented by a Global Security will be made by wire transfer of immediately available funds to the accounts specified by the Depository.  Payments of principal (and premium, if any) and interest in respect of a certificated Note may be made, at the option of the Company, either by wire transfer in immediately available funds to the accounts specified by registered Holders as of the relevant record dates or (subject to collection) by check mailed to the address of the registered Holders as of the relevant record dates or at the specified offices of any Paying Agent.  Payment of principal in respect of a certificated Note will only be made against presentation and, provided that payment is made in full, surrender of the appropriate certificate at the specified offices of any Paying Agent.

3.Paying Agent and Registrar

Initially, THE BANK OF NEW YORK MELLON, a New York banking corporation (the “Trustee”), will act as Paying Agent and Registrar with respect to the Notes.  The Company may appoint and change any Paying Agent or Registrar without notice.  The Company may act as Paying Agent or Registrar.

4.Indenture

The Company issued the Notes under an Indenture dated as of December 13, 2013, between the Company, ARCH CAPITAL GROUP LTD., a Bermuda company (such company, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Guarantor”), and the Trustee (the “Original Indenture”), as supplemented by a First Supplemental Indenture dated December 13, 2013, between the Company, the Guarantor and the Trustee, which collectively constitutes the indenture governing the Securities (the “Indenture”).  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended as in effect on the date of the Indenture (the “TIA”).  The Notes include all terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such terms and provisions.  This Security is one of a series of Securities designated as the 5.144% Senior Notes due 2043 of the Company (the “Notes”).  Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.

The aggregate principal amount at maturity of the Notes which may be authenticated and delivered under the Indenture shall be unlimited.  In addition, the aggregate principal amount of Securities of any class or series which may be authenticated and delivered under the Indenture shall be unlimited, provided that such Securities shall rank equally with the Notes.

5.Certain Covenants

The Indenture imposes certain limitations on the ability of each of the Company, the Guarantor and the Designated Subsidiaries to, among other things, create or incur Liens and to sell or otherwise dispose of Designated Subsidiaries.  The Indenture also imposes limitations on the ability of the Company and the Guarantor to consolidate or amalgamate with or merge into any other Person or convey, transfer, sell or lease its property or assets substantially as an entirety to any Person.

6.Special Redemption

If (i) the Purchase Agreements are terminated on any date prior to June 30, 2014, (ii) the Company publicly announces on any date prior to June 30, 2014 that the Acqui-sition will not be pursued or (iii) the Acquisition is not consummated prior to June 30, 2014 (the earliest of any such date, a ‘‘Trigger Date’’), then the Company shall redeem the Notes on the Special Mandatory Redemption Date at a special mandatory redemption price equal to 101% of the aggregate principal amount of the Notes (the “Special Mandatory Redemption Price”), plus accrued and unpaid interest on the Notes from the Issue Date, or the most recent Interest Payment Date, whichever is later, to, but excluding, the Special Mandatory Redemp-tion Date.  Notwithstanding the foregoing, interest on the Notes for which the Interest Pay-ment Date is on or before the Special Mandatory Redemption Date, shall be payable on such Interest Payment Date to the holder of such Notes at the close of business on the preceding Regular Record Date.

As used in this Section 6, the following terms shall have the respective meanings set forth below:

“Purchase Agreements” mean, collectively, (i) the Asset Purchase Agreement, dated as of February 7, 2013 and amended as of May 31, 2013, and as further amended, supplemented and/or restated from time to time, by and among the Company, Arch U.S. MI Services Inc., a Delaware corporation, the Receiver of PMI Mortgage Insurance Co. in Rehabilitation (the “Receiver”), on behalf of PMI Mortgage Insurance Co., an Arizona stock insurance corporation (“PMI”), and (ii) the CMG Stock Purchase Agreement, dated as of February 7, 2013 and amended as of May 31, 2013, and as further amended, supplemented and/or restated from time to time, by and among the Company, Arch U.S. MI Holdings Inc., a Delaware corporation, the Receiver, on behalf of PMI, CMFG Life Insurance Company, formerly known as CUNA Mutual Insurance Society, an Iowa corporation, and CMG Mortgage Insurance Company, a Wisconsin insurance company.

“Acquisition” means the transaction contemplated by the Purchase Agree-ments.

“Special Mandatory Redemption Date” means the tenth Business Day fol-lowing the Trigger Date.

7.Notice of Special Mandatory Redemption

The Company shall cause notice of a special mandatory redemption pursuant to Section 4.1 of the First Supplemental Indenture and Section 6 hereof to be mailed by first-class mail, postage prepaid, to each Holder of the Notes at its address appearing on the Security Register, with a copy to the Trustee, no later than five Business Days after the occurrence of a Trigger Date.  Such notice shall state, among other things, the Special Mandatory Redemption Date, the Special Mandatory Redemption Price and any accrued interest.  If money sufficient to pay the Special Mandatory Redemption Price of all Notes to be redeemed on the Special Mandatory Redemption Date, and any accrued interest, in accordance with the Section 4.1 of the First Supplemental Indenture and Section 6 hereof are deposited with the Paying Agent on or before the Special Mandatory Redemption Date, the Notes shall cease to bear interest on and after the Special Mandatory Redemption Date, and all rights under the Notes shall terminate.

8.Optional Redemption

The Notes will be redeemable, in whole at any time or in part from time to time, at the Company’s option, at a Redemption Price equal to accrued and unpaid interest on the principal amount being redeemed to the Redemption Date plus the greater of: (A) 100% of the principal amount of the Notes to be redeemed, and (B) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of

twelve 30-day months) at the Treasury Rate, plus 20 basis points.  Interest on the Notes for which the Redemption Date is after a Regular Record Date and before the following Interest Payment Date, shall be payable to the holder of such Notes at the close of business on the Regular Record Date.

As used in this Section 8, the following terms shall have the respective meanings set forth below:

“Treasury Rate” means, for any Redemption Date, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate notes of comparable maturity to the remaining term of such Notes.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company after consultation with the Trustee.

“Comparable Treasury Price” means, for any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations for that Redemption Date, or (B) if the Independent Investment Banker obtains fewer than four Reference Treasury Dealer Quotations, the average of all the Reference Treasury Dealer Quotations obtained.

“Reference Treasury Dealer Quotations” means, for each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding the Redemption Date for the Notes being redeemed.

“Reference Treasury Dealer” means (1)(i) each of J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated and their respective successors and (ii) a primary U.S. government securities dealer in the United State (a “Primary Treasury Dealer”) selected by Wells Fargo Securities, LLC or its successor; provided, however, that if any of the foregoing ceases to be or refuses to act as a Primary Treasury Dealer, the Company will appoint another Primary Treasury Dealer as a substitute and (2) any other Primary Treasury Dealers selected by the Company.

The provisions of Article Eleven of the Original Indenture shall apply in the case of a redemption pursuant to Article Five of the Supplemental Indenture and this Section 8.

9.Notice of Optional Redemption

Notice of optional redemption will be mailed by first-class mail, postage prepaid, at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address.  Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000.  If money sufficient to pay the Redemption Price of and accrued and unpaid interest, including premium, if any, on all Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent on or before the Redemption Date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Notes (or such portions thereof) called for redemption.

10.Sinking Fund

The Notes will not be entitled to the benefit of any sinking fund.

11.Denominations; Transfer; Exchange

The Notes are in fully registered form without coupons in denominations of $2,000 and any whole multiple of $1,000.  A Holder may transfer or exchange Notes in accordance with the Indenture.  Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents.  No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith permitted by the Indenture.

12.Persons Deemed Owners

The registered Holder of this Note may be treated as the owner of it for all purposes.

13.Discharge and Defeasance

Subject to certain conditions and limitations set forth in the Indenture, the Company may terminate some of or all its obligations under the Notes and the Indenture (or elect to have the some or all of the obligations of the Guarantor under the Guarantee and Indenture terminated) if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal of, premium, if any, and interest, on, the Notes to redemption or maturity, as the case may be.

14.Amendment, Waiver

Subject to certain exceptions set forth in the Indenture, (i) the Indenture and the terms of the Notes may be amended with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes and (ii) any default may be waived

with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities of such series affected.  Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantor and the Trustee may amend the Indenture, the Notes or the Guarantee, so long as such changes do not materially and adversely affect the interests of the Holder, (a) to cure any ambiguity, omission, defect or inconsistency; (b) to make any change that does not adversely affect the rights of any Holder in any material respect; (c) to provide for successors to the Company or the Guarantor; (d) to provide any security for or additional guarantees of the Notes; (e) to add Events of Default with respect to the Notes; (f) to add additional covenants or to surrender any right or power conferred upon the Company or the Guarantor, as the case may be, by the Indenture; (g) to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA; (h) to provide for uncertificated Notes in addition to certificated Notes; (i) to change or eliminate any of the provisions of the Indenture, provided that such change or elimination shall become effective only when there are no Securities of a prior series outstanding that are entitled to the benefit of such provision; (j) to establish the form or terms of Securities or the related Guarantees as permitted by the Indenture; and (k) to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts under the Indenture by more than one Trustee, pursuant to the Indenture.

15.Defaults and Remedies

If an Event of Default, other than an Event of Default described in Section 5.01(5) or 5.01(6) of the Original Indenture, with respect to the Notes shall have occurred and be continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding, by notice in writing to the Company and the Guarantor (and to the Trustee if given by the Holders of the Notes), will be entitled to declare all unpaid principal of and accrued interest on the Notes then Outstanding to be due and payable immediately.  In the case of an Event of Default described in Section 5.01(5) or 5.01(6) of the Original Indenture, all unpaid principal of and accrued interest on all Notes then outstanding shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of any Notes.  Such declaration of acceleration may be annulled and past defaults (except, unless theretofore cured, a default in payment of principal of, premium, if any, interest on the Notes) may be waived by the Holders of a majority in principal amount of the Notes then outstanding upon the conditions provided in the Indenture.

16.Trustee Dealings with the Company and the Guarantor

Subject to certain limitations imposed by the TIA,  the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Note or Securities of other series and may otherwise deal with and collect obligations owed to it by the Company, the Guarantor or their respective Affiliates and, subject to the Indenture, may otherwise deal with the Company or the Guarantor, as the case may be, with the same rights it would have if it were not Trustee.

17.No Recourse Against Others

No incorporator, shareholder, officer or director, as such, of the Company or the Guarantor, as the case may be, shall have any liability for any obligations, covenants or agreements of the Company under the Notes or the Indenture or the Guarantor under the Guarantee of the Indenture, or for any claim based thereon or otherwise in respect thereof.  By accepting a Note, each Holder expressly waives and releases all such liability.  The waiver and release are a condition of, and part of the consideration for, the execution of the Indenture and the issuance of the Notes and the Guarantee.

18.Authentication

This Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the other side of this Note.

19.Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

20.Governing Law

THE INDENTURE, THIS NOTE AND THE GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

21.CUSIP Number

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused the CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such number either as printed on this Note or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company will furnish to any Holder of Notes upon written request and without charge to the Holder a copy of the Indenture and a copy of this Note.

ASSIGNMENT FORM

To assign this Note , fill in the form below:

I or we assign and transfer this Security to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint                           agent to transfer this Note on the books of the Company.  The agent may substitute another to act for him.

Date: Your Signature:

Sign exactly as your name appears on the other side of this Note.

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The initial principal amount of this Global Security is $              .  The following increases or decreases in this Global Security have been made:

Date of
Exchange Amount of decrease in
Principal Amount of
this Global Security Amount of increase
in Principal Amount
of this Global
Security Principal amount
of this Global
Security following
such decrease or
increase Signature of
authorized signatory
of Trustee or
Securities Custodian

EX-4.3

Exhibit 4.3

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ARCH CAPITAL GROUP (U.S.) INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND SUCH PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.

ARCH CAPITAL GROUP (U.S.) INC.
5.144% SENIOR NOTE DUE 2043

No. 1

Principal Amount $500,000,000

CUSIP No.            03938JAA7

ARCH CAPITAL GROUP (U.S.) INC., a Delaware corporation, for value received, promises to pay to Cede & Co., or registered assigns, the principal sum of five hundred million United States Dollars (US$500,000,000) on November 1, 2043.

Interest Payment Dates:  May 1 and November 1.

Regular Record Dates:  April 15 and October 15.

Additional provisions of this Note are set forth on the other side of this Note.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

ARCH CAPITAL GROUP (U.S.) INC.
By:
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture.

Dated: December 13, 2013

THE BANK OF NEW YORK MELLON,
as Trustee
By:
	Authorized Officer

Signature Page to Note-

For value received, Arch Capital Group Ltd. hereby unconditionally guarantees on an unsecured, unsubordinated basis to the holder of the Notes represented by this Security the payment of principal of (and premium, if any) and interest on the Security upon which this Guarantee is endorsed in the amounts and at the times when due and payable whether by declaration thereof, or otherwise, and interest on the overdue principal of (and premium, if any) and interest on such Notes, if lawful, and the payment or performance of all other obligations of the Company under the Indenture or the Notes, to the holder of such Notes and the Trustee, all in accordance with and subject to the terms and limitations of such Notes and Article Thirteen of the Indenture.  This Guarantee will not become effective until the Trustee duly executes the certificate of authentication on this Security.  This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

Dated: December 13, 2013
	ARCH CAPITAL GROUP LTD.
	By:
		Name:
		Title:

Signature Page to Guarantee Endorsement-

(Reverse of Note)

5.144% Senior Note due 2043

1.Interest

Arch Capital Group (U.S.) Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), for value received, promises to pay interest on the principal amount of this Note (the “Note”) at the rate of 5.144% per annum.  The Company shall pay interest semiannually on May 1 and November 1 of each year, commencing May 1, 2014.  Interest on the Note shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from December 13, 2013 until the principal hereof is due.  Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.  The Company shall pay interest on overdue principal at the rate borne by the Note, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

2.Method of Payment

The Company shall pay interest on the Note (except defaulted interest, which shall be paid pursuant to Section 3.07 of the Original Indenture) to the Persons who are registered Holders at the close of business on the April 15 or October 15 next preceding the Interest Payment Date even if Notes are canceled after the record date and on or before the Interest Payment Date.  The Company shall pay principal, premium, if any, and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.  Payment of principal (and premium, if any) and interest in respect of Notes represented by a Global Security will be made by wire transfer of immediately available funds to the accounts specified by the Depository.  Payments of principal (and premium, if any) and interest in respect of a certificated Note may be made, at the option of the Company, either by wire transfer in immediately available funds to the accounts specified by registered Holders as of the relevant record dates or (subject to collection) by check mailed to the address of the registered Holders as of the relevant record dates or at the specified offices of any Paying Agent.  Payment of principal in respect of a certificated Note will only be made against presentation and, provided that payment is made in full, surrender of the appropriate certificate at the specified offices of any Paying Agent.

3.Paying Agent and Registrar

Initially, THE BANK OF NEW YORK MELLON, a New York banking corporation (the “Trustee”), will act as Paying Agent and Registrar with respect to the Notes.  The Company may appoint and change any Paying Agent or Registrar without notice.  The Company may act as Paying Agent or Registrar.

1

4.Indenture

The Company issued the Notes under an Indenture dated as of December 13, 2013, between the Company, ARCH CAPITAL GROUP LTD., a Bermuda company (such company, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Guarantor”), and the Trustee (the “Original Indenture”), as supplemented by a First Supplemental Indenture dated December 13, 2013, between the Company, the Guarantor and the Trustee, which collectively constitutes the indenture governing the Securities (the “Indenture”).  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended as in effect on the date of the Indenture (the “TIA”).  The Notes include all terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such terms and provisions.  This Security is one of a series of Securities designated as the 5.144% Senior Notes due 2043 of the Company (the “Notes”).  Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.

The aggregate principal amount at maturity of the Notes which may be authenticated and delivered under the Indenture shall be unlimited.  In addition, the aggregate principal amount of Securities of any class or series which may be authenticated and delivered under the Indenture shall be unlimited, provided that such Securities shall rank equally with the Notes.

5.Certain Covenants

The Indenture imposes certain limitations on the ability of each of the Company, the Guarantor and the Designated Subsidiaries to, among other things, create or incur Liens and to sell or otherwise dispose of Designated Subsidiaries.  The Indenture also imposes limitations on the ability of the Company and the Guarantor to consolidate or amalgamate with or merge into any other Person or convey, transfer, sell or lease its property or assets substantially as an entirety to any Person.

6.Special Redemption

If (i) the Purchase Agreements are terminated on any date prior to June 30, 2014, (ii) the Company publicly announces on any date prior to June 30, 2014 that the Acqui-sition will not be pursued or (iii) the Acquisition is not consummated prior to June 30, 2014 (the earliest of any such date, a ‘‘Trigger Date’’), then the Company shall redeem the Notes on the Special Mandatory Redemption Date at a special mandatory redemption price equal to 101% of the aggregate principal amount of the Notes (the “Special Mandatory Redemption Price”), plus accrued and unpaid interest on the Notes from the Issue Date, or the most recent Interest Payment Date, whichever is later, to, but excluding, the Special Mandatory Redemp-tion Date.  Notwithstanding the foregoing, interest on the Notes for which the Interest Pay-ment Date is on or before the Special Mandatory Redemption Date, shall be payable on such Interest Payment Date to the holder of such Notes at the close of business on the preceding Regular Record Date.

2

As used in this Section 6, the following terms shall have the respective meanings set forth below:

“Purchase Agreements” mean, collectively, (i) the Asset Purchase Agreement, dated as of February 7, 2013 and amended as of May 31, 2013, and as further amended, supplemented and/or restated from time to time, by and among the Company, Arch U.S. MI Services Inc., a Delaware corporation, the Receiver of PMI Mortgage Insurance Co. in Rehabilitation (the “Receiver”), on behalf of PMI Mortgage Insurance Co., an Arizona stock insurance corporation (“PMI”), and (ii) the CMG Stock Purchase Agreement, dated as of February 7, 2013 and amended as of May 31, 2013, and as further amended, supplemented and/or restated from time to time, by and among the Company, Arch U.S. MI Holdings Inc., a Delaware corporation, the Receiver, on behalf of PMI, CMFG Life Insurance Company, formerly known as CUNA Mutual Insurance Society, an Iowa corporation, and CMG Mortgage Insurance Company, a Wisconsin insurance company.

“Acquisition” means the transaction contemplated by the Purchase Agree-ments.

“Special Mandatory Redemption Date” means the tenth Business Day fol-lowing the Trigger Date.

7.Notice of Special Mandatory Redemption

The Company shall give notice of a special mandatory redemption pursuant to Section 4.1 of the First Supplemental Indenture and Section 6 hereof to be mailed by first-class mail, postage prepaid, to each Holder of the Notes at its address appearing in the Security Register, with a copy to the Trustee, no later than five Business Days after the occurrence of a Trigger Date.  Such notice shall state, among other things, the Special Mandatory Redemption Date, the Special Mandatory Redemption Price and any accrued interest.  If money sufficient to pay the Special Mandatory Redemption Price of all Notes to be redeemed on the Special Mandatory Redemption Date, and any accrued interest, in accordance with the Section 4.1 of the First Supplemental Indenture and Section 6 hereof are deposited with the Paying Agent on or before the Special Mandatory Redemption Date, the Notes shall cease to bear interest on and after the Special Mandatory Redemption Date, and all rights under the Notes shall terminate.

8.Optional Redemption

The Notes will be redeemable, in whole at any time or in part from time to time, at the Company’s option, at a Redemption Price equal to accrued and unpaid interest on the principal amount being redeemed to the Redemption Date plus the greater of: (A) 100% of the principal amount of the Notes to be redeemed, and (B) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of

3

twelve 30-day months) at the Treasury Rate, plus 20 basis points.  Interest on the Notes for which the Redemption Date is after a Regular Record Date and before the following Interest Payment Date, shall be payable to the holder of such Notes at the close of business on the Regular Record Date.

As used in this Section 8, the following terms shall have the respective meanings set forth below:

“Treasury Rate” means, for any Redemption Date, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate notes of comparable maturity to the remaining term of such Notes.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company after consultation with the Trustee.

“Comparable Treasury Price” means, for any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations for that Redemption Date, or (B) if the Independent Investment Banker obtains fewer than four Reference Treasury Dealer Quotations, the average of all the Reference Treasury Dealer Quotations obtained.

“Reference Treasury Dealer Quotations” means, for each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding the Redemption Date for the Notes being redeemed.

“Reference Treasury Dealer” means (1)(i) each of J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated and their respective successors and (ii) a primary U.S. government securities dealer in the United State (a “Primary Treasury Dealer”) selected by Wells Fargo Securities, LLC or its successor; provided, however, that if any of the foregoing ceases to be or refuses to act as a Primary Treasury Dealer, the Company will appoint another Primary Treasury Dealer as a substitute and (2) any other Primary Treasury Dealers selected by the Company.

The provisions of Article Eleven of the Original Indenture shall apply in the case of a redemption pursuant to Article Five of the Supplemental Indenture and this Section 8.

4

9.Notice of Optional Redemption

Notice of optional redemption will be mailed by first-class mail, postage prepaid, at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address.  Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000.  If money sufficient to pay the Redemption Price of and accrued and unpaid interest, including premium, if any, on all Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent on or before the Redemption Date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Notes (or such portions thereof) called for redemption.

10.Sinking Fund

The Notes will not be entitled to the benefit of any sinking fund.

11.Denominations; Transfer; Exchange

The Notes are in fully registered form without coupons in denominations of $2,000 and any whole multiple of $1,000.  A Holder may transfer or exchange Notes in accordance with the Indenture.  Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents.  No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith permitted by the Indenture.

12.Persons Deemed Owners

The registered Holder of this Note may be treated as the owner of it for all purposes.

13.Discharge and Defeasance

Subject to certain conditions and limitations set forth in the Indenture, the Company may terminate some of or all its obligations under the Notes and the Indenture (or elect to have the some or all of the obligations of the Guarantor under the Guarantee and Indenture terminated) if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal of, premium, if any, and interest, on, the Notes to redemption or maturity, as the case may be.

14.Amendment, Waiver

Subject to certain exceptions set forth in the Indenture, (i) the Indenture and the terms of the Notes may be amended with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes and (ii) any default may be waived

5

with the written consent of the Holders of at least a majority in principal amount of the Out standing Securities of such series affected.  Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantor and the Trustee may amend the Indenture, the Notes or the Guarantee, so long as such changes do not materially and adversely affect the interests of the Holder, (a) to cure any ambiguity, omission, defect or inconsistency; (b) to make any change that does not adversely affect the rights of any Holder in any material respect; (c) to provide for successors to the Company or the Guarantor; (d) to provide any security for or additional guarantees of the Notes; (e) to add Events of Default with respect to the Notes; (f) to add additional covenants or to surrender any right or power conferred upon the Company or the Guarantor, as the case may be, by the Indenture; (g) to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA; (h) to provide for uncertificated Notes in addition to certificated Notes; (i) to change or eliminate any of the provisions of the Indenture, provided that such change or elimination shall become effective only when there are no Securities of a prior series outstanding that are entitled to the benefit of such provision; (j) to establish the form or terms of Securities or the related Guarantees as permitted by the Indenture; and (k) to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts under the Indenture by more than one Trustee, pursuant to the Indenture.

15.Defaults and Remedies

If an Event of Default, other than an Event of Default described in Section 5.01(5) or 5.01(6) of the Original Indenture, with respect to the Notes shall have occurred and be continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding, by notice in writing to the Company and the Guarantor (and to the Trustee if given by the Holders of the Notes), will be entitled to declare all unpaid principal of and accrued interest on the Notes then Outstanding to be due and payable immediately.  In the case of an Event of Default described in Section 5.01(5) or 5.01(6) of the Original Indenture, all unpaid principal of and accrued interest on all Notes then outstanding shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of any Notes.  Such declaration of acceleration may be annulled and past defaults (except, unless theretofore cured, a default in payment of principal of, premium, if any, interest on the Notes) may be waived by the Holders of a majority in principal amount of the Notes then outstanding upon the conditions provided in the Indenture.

16.Trustee Dealings with the Company and the Guarantor

Subject to certain limitations imposed by the TIA,  the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Note or Securities of other series and may otherwise deal with and collect obligations owed to it by the Company, the Guarantor or their respective Affiliates and, subject to the Indenture, may otherwise deal with the Company or the Guarantor, as the case may be, with the same rights it would have if it were not Trustee.

6

17.No Recourse Against Others

No incorporator, shareholder, officer or director, as such, of the Company or the Guarantor, as the case may be, shall have any liability for any obligations, covenants or agreements of the Company under the Notes or the Indenture or the Guarantor under the Guarantee of the Indenture, or for any claim based thereon or otherwise in respect thereof.  By accepting a Note, each Holder expressly waives and releases all such liability.  The waiver and release are a condition of, and part of the consideration for, the execution of the Indenture and the issuance of the Notes and the Guarantee.

18.Authentication

This Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the other side of this Note.

19.Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

20.Governing Law

THE INDENTURE, THIS NOTE AND THE GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

21.CUSIP Number

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused the CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such number either as printed on this Note or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company will furnish to any Holder of Notes upon written request and without charge to the Holder a copy of the Indenture and a copy of this Note.

7

ASSIGNMENT FORM

To assign this Note , fill in the form below:

I or we assign and transfer this Security to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint                           agent to transfer this Note on the books of the Company.  The agent may substitute another to act for him.

Date:	Your Signature:
Sign exactly as your name appears on the other side of this Note.

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The initial principal amount of this Global Security is $500,000,000.  The following increases or decreases in this Global Security have been made:

Date of
Exchange Amount of decrease in
Principal Amount of
this Global Security Amount of increase
in Principal Amount
of this Global
Security Principal amount
of this Global
Security following
such decrease or
increase Signature of
authorized signatory
of Trustee or
Securities Custodian

EX-4.4

Exhibit 4.4

ARCH CAPITAL GROUP (U.S.) INC.

(a Delaware corporation)

$500,000,000

5.144% Senior Notes due 2043

Guaranteed by

ARCH CAPITAL GROUP LTD.

(a Bermuda public limited liability company)

PURCHASE AGREEMENT

Dated as of December 10, 2013

SECTION 1.	Representations and Warranties of the Company		3
(a)	Representations and Warranties by the Company		3
	(i)	Status under the Securities Act	3
	(ii)	Registration Statement, Prospectus and Disclosure at Time of Sale	3
	(iii)	Incorporated Documents	5
	(iv)	Independent Accountants	5
	(v)	Financial Statements	5
	(vi)	No Material Adverse Change in Business	6
	(vii)	Good Standing of the Arch Entities	6
	(viii)	Good Standing of Designated Subsidiaries	6
	(ix)	Capitalization	7
	(x)	Authorization of Agreement	7
	(xi)	Authorization of the Indenture	7
	(xii)	Authorization of the Notes	7
	(xiii)	Authorization of the Guarantee	8
	(xiv)	Acquisition of PMI Business	8
	(xv)	Absence of Claim to Commission or Fee	8
	(xvi)	Absence of Defaults and Conflicts	9
	(xvii)	Compliance with Laws	9
	(xviii)	Absence of Labor Dispute	9
	(xix)	Absence of Proceedings	10
	(xx)	Possession of Intellectual Property	10
	(xxi)	Absence of Further Requirements	10
	(xxii)	Possession of Licenses and Permits	10
	(xxiii)	Title to Property	11
	(xxiv)	Investment Company Act	11
	(xxv)	No Manipulation	11
	(xxvi)	Insurance Laws	11
	(xxvii)	Full Force and Effect of Treaties	12
	(xxviii)	Dividends	12
	(xxix)	Change in Insurance Laws or Regulations	13
	(xxx)	Absence of Registration Rights	13
	(xxxi)	Internal Accounting and Controls	13

i

	(xxxii)	Compliance with Sarbanes-Oxley	13
	(xxxiii)	Foreign Corrupt Practices Act	13
	(xxxiv)	Money Laundering Laws	13
	(xxxv)	OFAC	14
	(xxxvi)	XBRL	14
(b)	Officer’s Certificates		14
SECTION 2.	Sale and Delivery to Underwriters; Closing		14
(a)	Notes		14
(b)	Payment		14
(c)	Denominations; Registration		15
SECTION 3.	Covenants of the Arch Entities		15
(a)	Compliance with Securities Regulations and Commission Requests		15
(b)	Filing of Amendments; Preparation of Final Term Sheet		16
(c)	Delivery of Registration Statements		16
(d)	Delivery of Prospectuses		17
(e)	Continued Compliance with Securities Laws		17
(f)	Blue Sky Qualifications		17
(g)	Rule 158		18
(h)	Use of Proceeds		18
(i)	Restriction on Sale of Securities		18
(j)	Reporting Requirements		18
(k)	Issuer Free Writing Prospectuses		18
(l)	DTC		19
SECTION 4.	Payment of Expenses		19
(a)	Expenses		19
(b)	Termination of Agreement		19
SECTION 5.	Conditions of Underwriters’ Obligations		20
(a)	Effectiveness of Registration Statement		20
(b)	Opinions of Counsel for Arch Entities		20
(c)	Opinion of Counsel for Underwriters		20
(d)	Officers’ Certificate		20
(e)	Accountant’s Comfort Letter		21

ii

(f)	Bring-down Comfort Letter				21
(g)	DTC Eligibility				21
(h)	Additional Documents				21
(i)	Termination of Agreement				21
SECTION 6.	Indemnification				22
(a)	Indemnification of Underwriters				22
(b)	Indemnification of Arch Entities, Directors and Officers				23
(c)	Actions Against Parties; Notification				23
(d)	Settlement Without Consent if Failure to Reimburse				24
SECTION 7.	Contribution				24
SECTION 8.	Representations, Warranties and Agreements to Survive Delivery				25
SECTION 9.	Termination of Agreement				25
(a)	Termination; General				25
(b)	Liabilities				26
SECTION 10.	Default by One or More of the Underwriters				26
SECTION 11.	Notices				27
SECTION 12.	No Advisory or Fiduciary Relationship				27
SECTION 13.	Parties				27
SECTION 14.	GOVERNING LAW; CONSENT TO JURISDICTION				28
SECTION 15.	TIME				29
SECTION 16.	Counterparts				29
SECTION 17.	Effect of Headings				29
EXHIBITS
Exhibit A			Form of Final Term Sheet		A-1
SCHEDULES
Schedule A		-		List of Underwriters	Sch A-1
Schedule B		-		Issuer General Use Free Writing Prospectuses	Sch B-1
Schedule C		-		List of Designated Subsidiaries	Sch C-1

iii

ANNEXES

Annex A-1	-	Form of Opinion of Company’s Counsel	Ann A-1-1
Annex A-2	-	Form of Negative Assurance Letter of Company’s Counsel	Ann A-2-1
Annex B	-	Form of Opinion of Company’s Bermuda Counsel	Ann B-1

iv

ARCH CAPITAL GROUP (U.S.) INC.

(a Delaware corporation)

5.144% Senior Notes due 2043

Guaranteed by

ARCH CAPITAL GROUP LTD.

(a Bermuda public limited liability company)

PURCHASE AGREEMENT

Dated as of December 10, 2013

J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith
	Incorporated
Wells Fargo Securities, LLC
as Representatives of the several Underwriters
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

Ladies and Gentlemen:

Arch Capital Group (U.S.) Inc., a Delaware corporation (the “Company”), and Arch Capital Group Ltd., a Bermuda public limited liability company (the “Guarantor”), confirms their agreement with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom you are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of $500,000,000 aggregate principal amount of 5.144% Senior Notes due 2043 of the Company (the “Notes”), as set forth in Schedule A hereto, to be issued pursuant to the provisions of an Indenture (the “Base Indenture”), to be entered into by and among the Company, the Guarantor and The Bank of New York Mellon, as trustee (the “Trustee”) as of December 13, 2013 (the “Closing Date”), as supplemented by a First Supplemental Indenture (the “First Supplemental Indenture”, and together with the Base Indenture, the “Indenture”), to be entered into by and among the Company, the Guarantor and the Trustee as of December 13, 2013.  The Company’s obligations under the Notes and the Indenture will be fully and unconditionally guaranteed (the “Guarantee”) at the Closing Time referred in Section 2(b) hereof by the Guarantor.  All references herein to the Notes include the related Guarantee, unless the context otherwise

requires.  The Company and the Guarantor are referred to herein sometimes individually as a “Arch Entity” and collectively as the “Arch Entities.”

The Arch Entities understand that the Underwriters propose to make a public offering of the Notes as soon as the Representatives deem advisable after this Agreement has been executed and delivered.

The Arch Entities have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3ASR (No. 333-180329), including a base prospectus dated March 23, 2012 (the “base prospectus”), which relates to the offering from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “1933 Act”), of certain debt and equity securities (including the Notes and the Guarantee), on or prior to the date of this Agreement.  Such registration statement, as amended on or prior to the date of this Agreement, became effective automatically upon filing with the Commission and covers the registration of the Notes and the Guarantee under the 1933 Act.  Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B of the rules and regulations of the Commission (the “1933 Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the 1933 Act Regulations.  Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is herein referred to as the “Rule 430B Information.”  Each preliminary prospectus supplement together with the base prospectus used in connection with the offering of the Notes that omitted Rule 430B Information is herein called a “preliminary prospectus” and the preliminary prospectus comprised of the preliminary prospectus supplement dated December 10, 2013 relating to the Notes and the Guarantee, together with the base prospectus, is herein called the “Preliminary Prospectus.”  Such registration statement, at any given time, as amended on or prior to the date of this Agreement, including the amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, is herein called the “Registration Statement.”  Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement.  The final prospectus supplement in the form first furnished to the Underwriters for use in connection with the offering of the Notes, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, together with the base prospectus is herein called the “Prospectus.”  For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is

2

incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing, of any document under the Securities Exchange Act of 1934 (the “1934 Act”), which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

SECTION 1.Representations and Warranties of the Company.

(a)  Representations and Warranties by the Company.  The Arch Entities, jointly and severally, represent and warrant to each Underwriter as of the date hereof, as of the Applicable Time referred to in Section 1(a)(ii) hereof, as of the Closing Time referred to in Section 2(b) hereof and agree with each Underwriter, as follows:

(i)  Status under the Securities Act.  At the time of filing of the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Notes and at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”).

(ii)  Registration Statement, Prospectus and Disclosure at Time of Sale.  The Arch Entities meet the requirements for use of Form S-3 under the 1933 Act.  Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Arch Entities, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with.  Neither Arch Entity has received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of an automatic shelf registration statement.

At the respective times the Registration Statement, any Rule 462(b) Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations and at the Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to

3

state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Each preliminary prospectus (including the prospectus or prospectuses filed as part of the Registration Statement as originally filed or as part of any amendment thereto or filed pursuant to Rule 424 of the 1933 Act Regulations) complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

As of the time of the filing of the Final Term Sheet (as defined in Section 3(b)), the General Disclosure Package, when considered together with the Final Term Sheet, did not include any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

As used in this subsection and elsewhere in this Agreement:

“Applicable Time” means 3:06 P.M. (Eastern time) on December 10, 2013 or such other time as agreed by the Arch Entities and the Representatives.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”), relating to the Notes or the Guarantee that (i) is required to be filed with the Commission by an Arch Entity, (ii) is a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Notes, the Guarantee or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the records of the Arch Entities pursuant to Rule 433(g).

“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule B hereto.

“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

4

“Statutory Prospectus” as of any time means the prospectus relating to the Notes and the Guarantee that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof.

Each Issuer General Use Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Notes or until any earlier date that the issuer notified or notifies the Representatives as described in Section 3(e), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified.

The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Prospectus, the Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Arch Entities by any Underwriter through the Representatives expressly for use therein; it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof.

(iii)  Incorporated Documents.  The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus or any amendment or supplement thereto, when they become effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations of the Commission thereunder (the “1934 Act Regulations”), as applicable, and, when read together with the other information in the Prospectus, (a) at the time the Registration Statement became effective, (b) at the earlier of the time the Prospectus was first used and the date and time of the first contract of sale of the Notes in this offering and (c) at the Closing Time, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(iv)  Independent Accountants.  The accountants who certified the financial statements and supporting schedules included in the Registration Statement, the General Disclosure Package and the Prospectus are an independent registered public accounting firm within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the 1933 Act and the 1933 Act Regulations.

(v)  Financial Statements.  The financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Guarantor and its consolidated subsidiaries at the dates indicated and the statement of

5

operations, shareholders’ equity and cash flows of the Guarantor and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved.  The supporting schedules, if any, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in accordance with GAAP the information required to be stated therein.  The selected financial data and the summary financial information included in the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus.

(vi)  No Material Adverse Change in Business.  Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, nor any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the business, properties or results of operations of the Guarantor and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by either of the Arch Entities or any of their respective subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

(vii)  Good Standing of the Arch Entities.  The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware; the Guarantor has been duly organized and is validly existing as a public limited liability company in good standing under the laws of Bermuda; each Arch Entity has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and each Arch Entity is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect.

(viii)  Good Standing of Designated Subsidiaries.  Each subsidiary of the Guarantor listed on Schedule C hereto (such subsidiaries collectively, the “Designated Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing

6

would not, singly or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Guarantor, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Designated Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Designated Subsidiary.  There is no subsidiary of the Guarantor that is a significant subsidiary within the meaning of Rule 1-02 of Regulation S-X that is not listed on Schedule C hereto.

(ix)  Capitalization.  The authorized, issued and outstanding capital stock of the Guarantor is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus, pursuant to the exercise of convertible securities or options referred to in the Registration Statement, the General Disclosure Package and the Prospectus or otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus).  The issued and outstanding shares of the Guarantor have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of the Guarantor was issued in violation of the preemptive or other similar rights of any securityholder of the Guarantor.

(x)  Authorization of Agreement.  This Agreement has been duly authorized, executed and delivered by each of the Arch Entities.

(xi)  Authorization of the Indenture.  The Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized by the Company and the Guarantor and, at the Closing Time, will have been duly executed and delivered by the Company and the Guarantor and will be a valid and binding obligation of the Company and the Guarantor (assuming the due authorization, execution and delivery thereof by the Trustee), enforceable against the Company and the Guarantor in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws relating to or affecting creditors’ rights generally or by general principles of equity and the discretion of the court before which any proceedings therefor may be brought.

(xii)  Authorization of the Notes.  The Notes have been duly authorized by the Company and, at the Closing Time, will have been duly executed by the Company and will be in the form contemplated by the Indenture and, when authenticated in the manner provided for in the Indenture and delivered by the Company against payment therefor by the Underwriters in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent

7

conveyance, moratorium or similar laws relating to or affecting creditors’ rights generally or by general principles of equity and the discretion of the court before which any proceedings therefor may be brought.

(xiii)  Authorization of the Guarantee.  The Guarantee has been duly authorized by the Guarantor and, at the Closing Time, will have been duly executed by the Guarantor and will be in the form contemplated by the Indenture and, when the Notes are authenticated in the manner provided for in the Indenture and delivered by the Company against payment therefor by the Underwriters in accordance with the terms of this Agreement, will be a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws relating to or affecting creditors’ rights generally or by general principles of equity and the discretion of the court before which any proceedings therefor may be brought.

(xiv)  Description of the Notes, the Guarantee and the Indenture.  The Notes, the Guarantee and the Indenture conform, in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus.

(xv)  Acquisition of PMI Business.  The Asset Purchase Agreement, dated as of February 7, 2013, by and among the Receiver of PMI Mortgage Insurance Co. in Rehabilitation on behalf of PMI Mortgage Insurance Co., Arch U.S. MI Services Inc. and the Company, as amended by Amendment No. 1 dated as of May 31, 2013, and the Stock Purchase Agreement, dated as of February 7, 2013, by and among the Receiver of PMI Mortgage Insurance Co. in Rehabilitation on behalf of PMI Mortgage Insurance Co., CMFG Life Insurance Company, CMG Mortgage Insurance Company, Arch U.S. MI Holdings Inc. and the Company, as amended by Amendment No. 1 dated as of May 31, 2013 (together, the “Acquisition Agreements”), were each duly authorized, executed and delivered by the Company, Arch U.S. MI Services Inc. and Arch U.S. MI Holdings Inc. (collectively, the “Arch Acquirors”), and is the valid and binding agreement of the Arch Acquirors enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws relating to or affecting creditors’ rights generally or by general principles of equity and the discretion of the court before which any proceedings therefor may be brought.  The statements set forth in the General Disclosure Package and the Prospectus under the caption “The Acquisition” and the Current Report on Form 8-K filed with the Commission on February 8, 2013, insofar as they purport to constitute a summary of the Acquisition Agreements, fairly summarize such agreements in all material respects.

(xvi)  Absence of Claim to Commission or Fee.  Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering.

8

(xvii)  Absence of Defaults and Conflicts.  Neither of the Arch Entities are in violation of their respective charter, memorandum of association, bye-laws or other constitutive documents.  None of the Guarantor’s subsidiaries is in violation of its organizational documents, except for such violations that would not, singly or in the aggregate, have a Material Adverse Effect.  None of the Arch Entities nor any of their respective subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument, including the Acquisition Agreements, to which the Arch Entities or any of their respective subsidiaries are a party or by which they or any of them may be bound, or to which any of the property or assets of the Arch Entities or any of their respective subsidiaries are subject (collectively, “Agreements and Instruments”) except for such defaults that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Notes, the issuance of the Guarantee and the use of the proceeds from the sale of the Notes as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Arch Entities with their obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Arch Entities or any of their subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, memorandum, bye-laws or other constitutive documents of the Arch Entities or any of their subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Arch Entities or any of their subsidiaries or any of their assets, properties or operations (except where such violations with respect to this Section 1(xv)(ii) would not, singly or in the aggregate, have a Material Adverse Effect).  As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Arch Entities or any of their subsidiaries.

(xviii)  Compliance with Laws.  The Arch Entities and each of their subsidiaries is in compliance with the requirements of all laws, ordinances, governmental regulations or court decree to which it may be subject, and has filed all notices, reports, documents or other information required to be filed thereunder except where the failure to so comply or file would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(xix)  Absence of Labor Dispute.  No labor dispute with the employees of the Arch Entities or any of their subsidiaries exists or, to the knowledge of the Arch Entities,

9

is imminent, and the Arch Entities are not aware of any existing or imminent labor disturbance by the employees of any of its or any subsidiary’s principal suppliers, manufacturers, customers or contractors, which would, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(xx)  Absence of Proceedings.  There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Arch Entities, threatened, against or affecting the Arch Entities or any of their subsidiaries, which is required to be disclosed in the Registration Statement (other than as disclosed therein) which would, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Arch Entities of their obligations hereunder.  The aggregate of all pending legal or governmental proceedings to which the Arch Entities or any of their subsidiaries are a party or of which any of their respective property or assets is the subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(xxi)  Possession of Intellectual Property.  The Arch Entities and their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, except where the failure to possess such Intellectual Property would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Arch Entities nor any of their subsidiaries have received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Arch Entities or any of their subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, would, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(xxii)  Absence of Further Requirements.  No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Arch Entities of its obligations hereunder, in connection with the offering, issuance or sale of the Notes hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or other applicable securities laws including the laws of Bermuda.

(xxiii)  Possession of Licenses and Permits.  The Arch Entities and the Designated Subsidiaries (i) possess such permits, licenses, approvals, consents and other

10

authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or Bermuda or other foreign regulatory agencies or bodies necessary to conduct the business now operated by them, and (ii) are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to possess or comply would not, singly or in the aggregate, have a Material Adverse Effect.  All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, have a Material Adverse Effect; and neither the Arch Entities nor any of the Designated Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which would, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, have a Material Adverse Effect.

(xxiv)  Title to Property.  The Arch Entities and their subsidiaries have good and marketable title to all real property owned by the Arch Entities and their subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (b) would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Arch Entities nor any of their subsidiaries have any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Arch Entities or any of their subsidiaries under any leases or subleases under which the Arch Entities or any of their subsidiaries holds properties as described in the Registration Statement, the General Disclosure Package and the Prospectus, or affecting or questioning the rights of the Arch Entities or any of their subsidiaries to the continued possession of the leased or subleased premises under any lease or sublease which would, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(xxv)  Investment Company Act.  Neither the Arch Entities nor any of their subsidiaries is, and upon the issuance and sale of the Notes as herein contemplated and the application of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will not be, an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended (the “1940 Act”).

(xxvi)  No Manipulation.  None of the Arch Entities, their affiliates or to the best of knowledge of the Arch Entities, any of their officers or directors has taken or will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Arch Entities, or which caused or resulted in, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Arch Entities, in each case, in any manner that would violate the 1933 Act, the 1934 Act, or the rules and regulations of the Commission.

(xxvii)  Insurance Laws.  Each Designated Subsidiary that is so required is duly licensed or authorized as an insurer or reinsurer in each jurisdiction where it is required to be so licensed or authorized in order to conduct its business as described in the

11

Registration Statement, the General Disclosure Package and the Prospectus.  Each of the Arch Entities and the Designated Subsidiaries that is so required, has filed all reports, information statements and other documents with the insurance regulatory authorities of its jurisdiction of incorporation and domicile as are required to be filed pursuant to the insurance statutes of such jurisdictions, including the statutes relating to companies which control insurance companies, and the rules, regulations and interpretations of the insurance regulatory authorities thereunder (the “Insurance Laws”), and has duly paid all taxes (including franchise taxes and similar fees) it is required to have paid under the Insurance Laws, except where the failure to file such statements or reports or pay such taxes would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, and each of the Arch Entities and their Designated Subsidiaries maintains its books and records in accordance with the Insurance Laws, except where the failure to so maintain its books and records would not reasonably be expected to have a Material Adverse Effect.  Each of the Arch Entities and their Designated Subsidiaries is in compliance with the requirements of the Insurance Laws of its jurisdiction of incorporation and the Insurance Laws of other jurisdictions which are applicable to the Arch Entities or such subsidiary except where the failure to comply would not reasonably be expected to have a Material Adverse Effect.  Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, each of the Arch Entities and the Designated Subsidiaries that is so required has received approvals of acquisition of control and/or affiliate transactions in each jurisdiction where such approvals are required.

(xxviii)  Full Force and Effect of Treaties.  Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all retrocessional and reinsurance treaties, contracts and arrangements to which the Arch Entities or any of the Designated Subsidiaries is a party are in full force and effect and none of the Arch Entities nor any of the Designated Subsidiaries is in violation of, or in default in the performance, observance or fulfillment of, any obligation, agreement, covenant or condition contained therein, except where the failure to be in full force and effect and except where any such violation or default would not, singly or in the aggregate, have a Material Adverse Effect; none of the Arch Entities nor any of the Designated Subsidiaries has received any written notice from any of the other parties to such treaties, contracts or agreements which are material to its business that such other party intends not to perform in any material respect such treaty, contract or agreement, and none of the Arch Entities nor the Designated Subsidiaries have been notified in writing that any of the parties to such treaties, contracts or agreements will be unable to perform such treaty, contract, agreement or arrangement, except where such non-performance would not, singly or in the aggregate, be reasonably expected to have a Material Adverse Effect.

(xxix)  Dividends.  Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, no insurance regulatory agency or body has issued any order or decree, impairing, restricting or prohibiting the payment of dividends of any company, including the Company, or subsidiary to its respective parent which would, singly or in the aggregate, reasonably be expected to have a material and adverse effect on the ability of the Company to make required payments in respect of the Notes or the Guarantor to make required payments in respect of the Guarantee.

12

(xxx)  Change in Insurance Laws or Regulations.  Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, to the knowledge of the Arch Entities and each of the Designated Subsidiaries that is subject to the Insurance Laws, no change in any insurance law or regulation is pending that would reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect.

(xxxi)  Absence of Registration Rights.  Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, no person or entity has the right to require registration of the any securities of the Arch Entities, because of the filing or effectiveness of the Registration Statement or sale of the Notes or otherwise, except for persons and entities who have expressly waived such right in writing.

(xxxii)  Internal Accounting and Controls.  The Guarantor and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with United States generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(xxxiii)  Compliance with Sarbanes-Oxley.  The Guarantor is in compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002, including the related rules and regulations promulgated thereunder by the Commission and The NASDAQ Stock Market LLC except where failure to comply would not, singly or in the aggregate, have a Material Adverse Effect.

(xxxiv)  Foreign Corrupt Practices Act.  Neither the Arch Entities nor any of their subsidiaries nor, to the knowledge of the Arch Entities, any director, officer, agent, employee, affiliate or other person acting on behalf of the Arch Entities or any of their subsidiaries is aware of or has taken any action, directly or indirectly, that has resulted or would result in a material violation by any such person of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, any offer, payment, promise to pay or authorization of the payment of any money or other property, gift, promise to give or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, and the Arch Entities and their subsidiaries, and, to the knowledge of the Arch Entities, their other affiliates have conducted their businesses in compliance in all material respects with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to ensure, continued compliance therewith.

(xxxv)  Money Laundering Laws.  The operations of the Arch Entities and their subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the

13

Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable governmental agency (collectively, “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Arch Entities or any of their subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Arch Entities, threatened.

(xxxvi)  OFAC.  Neither the Arch Entities nor any of their subsidiaries nor, to the knowledge of the Arch Entities, any director, officer, agent, employee, affiliate or other person acting on behalf of the Arch Entities or any of their subsidiaries is currently designated as subject to any sanctions administered or enforced by the United States Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor are either of the Arch Entities located, organized or resident in a country or territory that is the subject of Sanctions; and the Arch Entities will not directly or indirectly use any of the proceeds from the sale of Notes by the Company in the offering contemplated by this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently designated as subject to any Sanctions.

(xxxvii)  XBRL.  The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(b)  Officer’s Certificates.  Any certificate signed by any officer of an Arch Entity or any of such Arch Entities subsidiaries, on behalf of such Arch Entities, delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by such Arch Entity to each Underwriter as to the matters covered thereby.

SECTION 2.Sale and Delivery to Underwriters; Closing.

(a)  Notes.  On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the respective aggregate principal amount of Notes set forth opposite the name of such Underwriter in Schedule A hereto.  The purchase price per Note to be paid by the several Underwriters to the Company shall be equal to 99.125% of the principal amount thereof, plus accrued and unpaid interest, if any, from December 13, 2013 to the Closing Time.

(b)  Payment.  Payment of the purchase price for, and delivery of certificates for, the Notes shall be made at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue,

14

New York, New York 10019, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery for the Notes being herein called the “Closing Time”).

Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to J.P. Morgan Securities LLC for the respective accounts of the Underwriters of certificates for the Notes to be purchased by them.  It is understood that each Underwriter has authorized J.P. Morgan Securities LLC, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Notes, if any, which it has agreed to purchase.  J.P. Morgan Securities LLC, individually and not as a Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Notes to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.

(c)  Denominations; Registration.  Certificates for the Notes will be represented by one or more global securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian.  The certificates for the Notes will be made available for examination by the Representatives in the City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Time.

SECTION 3.Covenants of the Arch Entities.  The Arch Entities, jointly and severally, covenant with each Underwriter as follows:

(a)  Compliance with Securities Regulations and Commission Requests.  Prior to the Closing Time, the Arch Entities, subject to Section 3(b), will comply with the requirements of Rule 430B, and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement or new registration statement relating to the Notes or the Guarantee shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed or any document that would as a result thereof be incorporated by reference in the Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or the filings of a new registration statement or any amendment or supplement to the Prospectus or for any additional information that relates to the Notes or the Guarantee, the offering of the Notes or any information or document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if either of the Arch Entities becomes the subject of a proceeding under Section 8A of the

15

1933 Act in connection with the offering of the Notes.  The Arch Entities will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus.  The Arch Entities will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

(b)  Filing of Amendments; Preparation of Final Term Sheet.  Prior to the Closing Time, each Arch Entity will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Notes or the Guarantee (including any filing under Rule 462(b)), or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Registration Statement or amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and, subject to the terms of applicable laws, rules and regulations, the Arch Entities will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and, subject to the terms of applicable laws, rules and regulations, will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably and timely object.  The Guarantor will give the Representatives notice of its intention to make any filing pursuant to the 1934 Act or 1934 Act Regulations from the Applicable Time to the Closing Time and, subject to the terms of applicable laws, rules and regulations, will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably and timely object.  The Arch Entities will prepare a final term sheet (the “Final Term Sheet”) reflecting the final terms of the Notes and the Guarantee, in the form attached hereto as Exhibit A on the day on which such final terms of the Notes and the Guarantee are determined, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 as soon as reasonably practicable following the Applicable Time; provided that the Arch Entities shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Underwriters shall object.  Notwithstanding anything contained in this paragraph (b) to the contrary, the Guarantor shall not be required to obtain any consent of the Representatives to make any filing or disclosure that it deems necessary, required or advisable under the 1934 Act or the rules and regulations promulgated thereunder; provided, however, that to the extent practicable the Guarantor shall give the Representatives reasonable prior notice of such filings or disclosure.

(c)  Delivery of Registration Statements.  Prior to the Closing Time, the Arch Entities have furnished or will deliver to the Representatives and counsel for the Underwriters, without charge, one signed copy of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein or otherwise deemed to be a part thereof) and one signed copy of all consents and certificates of experts, and will also deliver to the Representatives for each of the Underwriters, without charge, a conformed copy of

16

the Registration Statement as originally filed and of each amendment thereto (without exhibits).  The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d)  Delivery of Prospectuses.  The Arch Entities has delivered to each Underwriter, without charge, an electronic copy of each preliminary prospectus, and the Arch Entities hereby consents to the use of such copies in connection with the offering of the Notes or as required or permitted by the 1933 Act.  The Arch Entities will furnish to each Underwriter, without charge, during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request.  The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(e)  Continued Compliance with Securities Laws.  The Arch Entities will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations and other applicable securities laws including the laws of Bermuda so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus.  If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Notes, any event shall occur or condition shall exist as a result of which it is necessary to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Arch Entities will promptly prepare and file with the Commission, subject to Section 4(b), such amendment, supplement or new registration statement (if it is not an automatic shelf registration statement with respect to the Notes and the Guarantee) as may be necessary to correct such statement or omission or to comply with such requirements and the Arch Entities will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters may reasonably request.  Prior to the termination of the offering of the Notes, if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or the Statutory Prospectus included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Arch Entities will promptly notify the Representatives and will promptly amend or supplement (which may include the filing of a Form 8-K by the Guarantor), at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(f)  Blue Sky Qualifications.  The Arch Entities will use commercially reasonable efforts, in cooperation with the Underwriters, to qualify the Notes for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the

17

Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Arch Entities shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.  In each jurisdiction in which the Notes have been so qualified, the Arch Entities will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and any Rule 462(b) Registration Statement.

(g)  Rule 158.  The Guarantor will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its security holders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

(h)  Use of Proceeds.  The Company will use the net proceeds received by it from the sale of the Notes in the manner described in the Prospectus under “Use of Proceeds.”

(i)  Restriction on Sale of Securities.  Neither of the Arch Entities will, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the 1934 Act, any debt securities issued or guaranteed by the Arch Entities (other than the Notes and the Guarantee) or publicly announce an intention to effect any such transaction until the Closing Time.

(j)  Reporting Requirements.  The Guarantor, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

(k)  Issuer Free Writing Prospectuses.  Each Arch Entity represents and agrees that, unless it obtains the prior consent of the Representatives (not to be unreasonably withheld or delayed), and each Underwriter represents and agrees that, unless it obtains the prior consent of the Arch Entities and the Representatives, it has not made and will not make any offer relating to the Notes that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission; provided, however, that prior to the filing of the Final Term Sheet in accordance with Section 3(b), the Underwriters are authorized to use the Final Term Sheet in communications conveying information relating to the offering to investors.  Any such free writing prospectus consented to by the Arch Entities and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.”  The Arch Entities represent that they have

18

treated or agree that they will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and have complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. Notwithstanding anything contained in this paragraph (l) to the contrary, the Guarantor shall not be required to obtain any consent of the Representatives to make any filing or disclosure that it deems necessary, required or advisable under the 1934 Act or the rules and regulations promulgated thereunder; provided, however, that the Guarantor shall give the Representatives reasonable prior notice of such filings.

(l)  DTC.  The Arch Entities will cooperate with the Representatives and use its commercially reasonable efforts to permit the Notes to be eligible for clearance and settlement through the facilities of DTC.

SECTION 4.Payment of Expenses.

(a)  Expenses.  The Arch Entities will pay expenses incident to the performance of their obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Notes, (iii) the preparation, issuance and delivery of the certificates for the Notes to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Notes to the Underwriters, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Notes and the Guarantee under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto and any costs associated with the electronic delivery of any of the foregoing by the Underwriters to investors, (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) the fees and expenses of any transfer agent and trustee for the Notes, (ix) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by the Financial Industry Regulatory Authority Inc. (“FINRA”) of the terms of the sale of the Notes (not to exceed $15,000); and (x) the costs and expenses of the Arch Entities relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Notes, including, without limitation, expenses associated with the production of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Arch Entities.

(b)  Termination of Agreement.  If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Sections 9(a)(i), (ii) and (iv) hereof, the Arch Entities shall reimburse the Underwriters for all of their reasonable out-of-

19

pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

SECTION 5.Conditions of Underwriters’ Obligations.  The obligations of the several Underwriters hereunder to purchase and pay for the Notes at the Closing Time are subject to the accuracy of the representations and warranties of the Arch Entities contained in Section 1 hereof or in certificates of any officer of the Arch Entities or any subsidiary of the Arch Entities delivered pursuant to the provisions hereof, to the performance by the Arch Entities of their covenants and other obligations hereunder, and to the following further conditions:

(a)  Effectiveness of Registration Statement.  The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at the Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters.  A prospectus containing the Rule 430B Information shall have been filed with the Commission in the manner and within the time period required by with Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430B).

(b)  Opinions of Counsel for Arch Entities.  At the Closing Time, the Representatives shall have received the favorable opinion and letter, dated as of the Closing Time, of (a) Cahill Gordon & Reindel LLP, counsel for the Arch Entities to the effect set forth in Annexes A-1 and A-2, (b) Conyers Dill & Pearman Limited, Bermuda counsel for the Guarantor to the effect set forth in Annex B and (c) Lamson, Dugan & Murray, Nebraska counsel for the Arch Entities, in form and substance reasonably satisfactory to counsel for the Underwriters with respect to the Nebraska entities listed on Schedule C, together with signed or reproduced copies of such letter for each of the other Underwriters, and to such further effect as counsel to the Underwriters may reasonably request.

(c)  Opinion of Counsel for Underwriters.  At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Willkie Farr & Gallagher LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.  In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the General Corporation Law of the State of Delaware, the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives.  Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Arch Entities and its subsidiaries and certificates of public officials.

(d)  Officers’ Certificate.  At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change, nor any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the business,

20

properties or results of operations of the Guarantor and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the Guarantor signed by the President or a Vice President of the Guarantor and by the chief financial or chief accounting officer of the Guarantor, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Arch Entities have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated by the Commission.

(e)  Accountant’s Comfort Letter.  By the time of the execution of this Agreement, the Representatives shall have received from PricewaterhouseCoopers LLP a letter dated such date, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus.

(f)  Bring-down Comfort Letter.  At the Closing Time, the Representatives shall have received from PricewaterhouseCoopers LLP a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (e) of this Section 5, except that the specified date referred to shall be a date not more than three business days prior to the Closing Time.

(g)  DTC Eligibility.  At the Closing Time, the Notes shall be eligible for clearance and settlement through the facilities of DTC.

(h)  Additional Documents.  At the Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance, sale and enforceability of the Notes, the enforceability of the Guarantee as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Arch Entities in connection with the issuance and sale of the Notes or the entry into of the Guarantee as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters.

(i)  Termination of Agreement.  If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Arch Entities at any time at or prior to the Closing Time and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 6, 7 and 8 shall survive any such termination and remain in full force and effect.

21

SECTION 6.Indemnification.

(a)  Indemnification of Underwriters.  Each of the Arch Entities, jointly and severally, agrees to indemnify and hold harmless each Underwriter, the directors and officers of each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (the “Designated Entities”) as follows:

(i)against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii)against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Arch Entities; and

(iii)against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives in accordance with Section 6(c) below), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission to the extent that any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Arch Entities by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof.

22

(b)  Indemnification of Arch Entities, Directors and Officers.  Each Underwriter severally agrees to indemnify and hold harmless each Arch Entity, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the such Arch Entity within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Arch Entities by such Underwriter through the Representatives expressly for use therein.  The Arch Entities hereby acknowledge and agree that the information furnished to the Arch Entities by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information in the Preliminary Prospectus and the Prospectus:  (i) the information regarding the concession and reallowance appearing in the second paragraph under the table in the section entitled “Underwriting” and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the fourth, fifth and sixth paragraphs under the table in the section entitled “Underwriting” (but only insofar as such information concerns the Underwriters).

(c)  Actions Against Parties; Notification.  Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement.  In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Representatives (subject to reasonable satisfaction of the Guarantor) and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Guarantor (subject to reasonable satisfaction of the Representatives).  An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party.  In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.  No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each named indemnified party from all liability arising out of such litigation, investigation, proceeding or

23

claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)  Settlement Without Consent if Failure to Reimburse.  If at any time an indemnified party shall have requested an indemnifying party to reimburse in accordance with the terms hereof, the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed, in accordance with the terms hereof, such indemnified party in accordance with such request prior to the date of such settlement.  Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, an indemnifying party shall not be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its consent if such indemnifying party (i) reimburses such indemnified party in accordance with such request to the extent it considers such fees and expenses to be reasonably incurred and (ii) provides written notice to the indemnified party substantiating in good faith that the unpaid balance was unreasonably incurred in each case prior to the date of such settlement.

SECTION 7.Contribution.  If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses referred to in Section 6 incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Arch Entities on the one hand and the Underwriters on the other hand from the offering of the Notes pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Arch Entities on the one hand and of the Underwriters on the other hand in connection with the statements or omissions, which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Arch Entities on the one hand and the Underwriters on the other hand in connection with the offering of the Notes pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Notes pursuant to this Agreement (before deducting expenses) received by the Company and the total underwriting discount and commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Notes as set forth on the cover of the Prospectus.

The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Arch Entities or by the Underwriters and the parties’

24

relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Arch Entities and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7.  The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of an Arch Entity, each officer of an Arch Entity who signed the Registration Statement, and each person, if any, who controls an Arch Entity within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Arch Entity.  The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the aggregate principal amount of Notes set forth opposite their respective names in Schedule A hereto and not joint.

SECTION 8.Representations, Warranties and Agreements to Survive Delivery.  All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Arch Entities or any of their subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Arch Entities, and (ii) delivery of and payment for the Notes.

SECTION 9.Termination of Agreement.

(a)  Termination; General.  The Representatives may terminate this Agreement, by notice to the Arch Entities, at any time at or prior to the Closing Time if there has been, since the Applicable Time or since the respective dates as of which information is given in the Prospectus

25

(exclusive of any supplement or amendment thereto) or the General Disclosure Package:  (i) any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the business, properties or results of operations of the Arch Entities and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; (ii) any downgrading in the rating of any debt or preferred securities of the Arch Entities by any “nationally recognized statistical rating organization” (as defined for purposes of Section 3(a)(62) of the 1934 Act), or any public announcement that any such organization has under surveillance or review its rating of any debt or preferred securities of the Arch Entities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating); (iii) any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof, any declaration of war by Congress or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes; (iv) if trading in any securities of the Arch Entities has been suspended or materially limited by the Commission, the Nasdaq Global Market or the New York Stock Exchange; (v) if trading generally on the New York Stock Exchange, the NYSE Amex or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority; (vi) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States; or (vii) if a banking moratorium has been declared by either Federal or New York authorities.

(b)  Liabilities.  If this Agreement is terminated pursuant to this Section 9, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof; and provided further that Sections 6, 7 and 8 shall survive such termination and remain in full force and effect.

SECTION 10.Default by One or More of the Underwriters.  If one or more of the Underwriters shall fail at the Closing Time to purchase the Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Notes”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

(a)if the principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of the Notes to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full aggregate principal amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

26

(b)if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this Agreement, either the Representatives, on the one hand, or the Arch Entities, on the other, shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements.  As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

SECTION 11.Notices.  All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication.  Notices to the Underwriters shall be directed to: J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Investment Grade Syndicate Desk, telephone: (212) 834-4355; Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50 Rockefeller Plaza, NY 1-050-1201, New York, New York 10020, Attention:  High Grade Debt Capital Markets/Legal; Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor Charlotte, North Carolina 28202, Attention:  Transaction Management.  Notices to the Arch Entities shall be directed to the Guarantor at Wessex House, 5th Floor, 45 Reid Street, Hamilton HM12 Bermuda, attention of Secretary with a copy to Cahill Gordon & Reindel LLP, 80 Pine Street, New York, New York 10005, Attention: John Schuster, Esq.

SECTION 12.No Advisory or Fiduciary Relationship.  The Arch Entities acknowledge and agree that (a) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Arch Entities, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Arch Entities, or their respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Arch Entities with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Arch Entities on other matters) and no Underwriter has any obligation to the Arch Entities with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Arch Entities, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Arch Entities has consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

SECTION 13.Parties.  This Agreement shall inure to the benefit of and be binding upon each of the Underwriters and the Arch Entities and their respective successors.

27

Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Arch Entities and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained.  This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the Arch Entities and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation.  No purchaser of Notes from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 14.GOVERNING LAW; CONSENT TO JURISDICTION.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(a)With respect to any suit, action or proceeding against its arising out of or relating to this Agreement, the Arch Entities irrevocably submit to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Courts in each case located in the Borough of Manhattan, City and State of New York.  In addition, the Arch Entities irrevocably waive any objection which is may now or hereafter have to the laying of venue of such suit, action or proceeding brought in any such court and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b)For purposes of any such suit, action or proceeding brought in any of the foregoing courts, the Arch Entities agree to maintain an agent for service of process in the Borough of Manhattan, City and State of New York, at all times while any Notes shall be outstanding, and for that purpose the Arch Entities hereby irrevocably designate Cahill, Gordon & Reindel LLP, 80 Pine Street, New York, New York 10005, c/o John Schuster, Esq., as its agent to receive on its behalf service of process (with a copy of all such service of process to be delivered to Arch Capital Group Ltd. Wessex House, 5th Floor, 45 Reid Street, Hamilton HM12 Bermuda, Attention:  Chief Financial Officer) brought against it with respect to any such proceeding in any such court in the Borough of Manhattan, City and State of New York, such service being hereby acknowledged by the Arch Entities to be effective and binding service on them in every respect whether or not the Arch Entities shall then be doing or shall have at any time done business in New York.  In the event that such agent for service of process resigns or creases to serve as the agent of the Arch Entities, the Arch Entities agree to give notice as provided in Section 11 herein of the name and address of any new agent for service of process with respect to it appointed hereunder.

(c)If, despite the foregoing, in any such suit, action or proceeding brought in any of the aforesaid courts, there is for any reason no such agent for service of process of the Arch Entities available to be served, then to the extent that service of process by mail shall then be permitted by applicable law, the Arch Entities further irrevocably consent to the service of process on them in any such suit, action or proceeding in any such court by the mailing thereof by registered or certified mail, postage prepaid, to it at their respective address given in or pursuant to Section 11 hereof.

28

(d)Nothing herein contained shall preclude any party from effecting service of process in any lawful manner or from bringing any suit, action or proceeding in respect of this Agreement in any other state, country or place.

SECTION 15.TIME.  TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT.  EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 16.Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

SECTION 17.Effect of Headings.  The Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

[Signature Page Follows]

29

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Arch Entities a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Arch Entities in accordance with its terms.

Very truly yours,
ARCH CAPITAL GROUP (U.S.) INC.
By	/s/ Thomas J. Ahern
	Name: Thomas J. Ahern
	Title: Senior Vice President and Chief Financial Officer
ARCH CAPITAL GROUP LTD.
By	/s/ W. Preston Hutchings
	Name: W. Preston Hutchings
	Title: Senior Vice President and Chief Investment Officer

[Signature Page to Purchase Agreement]

CONFIRMED AND ACCEPTED,
as of the date first above written:
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Wells Fargo Securities, LLC
By: J.P. Morgan Securities LLC
By	/s/ Robert Bottamedi
	Name: Robert Bottamedi
	Title: Vice President
By: Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By:		/s/ Robert J. Little
		Name: Robert J. Little
		Title: Managing Director
By: Wells Fargo Securities, LLC
By:		/s/ Carolyn Hurley
		Name: Carolyn Hurley
		Title: Director

For themselves and as Representatives of the other Underwriters named in Schedule A hereto.

[Signature Page to Purchase Agreement]

Exhibit A

FORM OF FINAL TERM SHEET

Filed Pursuant to Rule 433
Registration Statement No. 333-180329

ARCH CAPITAL GROUP (U.S.) INC.

$500,000,000 5.144% Senior Notes due 2043

Fully and Unconditionally Guaranteed by

ARCH CAPITAL GROUP LTD.

Issuer:	Arch Capital Group (U.S.) Inc.
Guarantor:	Arch Capital Group Ltd.
Security:	5.144% Senior Notes due 2043 (the “Notes”)
Security Type:	SEC Registered
Principal Amount:	$500,000,000
Issue Price:	100.000%
Underwriting Discount:	0.875%
Trade Date:	December 10, 2013
Settlement Date:	December 13, 2013 (T + 3)
Maturity Date:	November 1, 2043
Minimum Denomination:	$2,000 and integral multiples of $1,000 in excess thereof
Coupon:	5.144%
Interest Payment Dates:	Semi-annually on May 1 and November 1 of each year, commencing on May 1, 2014
Day Count Convention:	30 / 360
Special Mandatory Redemption:	If (i) the Purchase Agreements relating to the Acquisition are terminated on any date prior to June 30, 2014, (ii) the Issuer or the Guarantor publicly announces on any date prior to June 30, 2014 that the Acquisition will not be pursued or (iii) the Acquisition is not consummated prior to June 30, 2014, then the Issuer will be required to redeem the Notes at 101% of their aggregate principal amount together with accrued and unpaid interest on the notes from the Settlement Date up to, but not including, the applicable date of the Special Mandatory Redemption. See “Description of Notes — Special Mandatory Redemption” in the preliminary prospectus supplement, dated December 10, 2013, for more information.
Optional Redemption:	The Issuer may redeem some or all of the Notes at any time at a “make-whole” redemption price equal to the greater of (i) 100% of their principal amount or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes, discounted to the redemption date on a semiannual basis at the treasury rate plus 20 basis points. See “Description of Notes—Optional Redemption” in the

A-1

	preliminary prospectus supplement, dated December 10, 2013, for more information.
Treasury Benchmark:	3.625% due August 15, 2043
Treasury Benchmark Price; Yield:	96-04+ ; 3.844%
Spread to Treasury Benchmark:	+130 basis points
Yield to Maturity:	5.144%
CUSIP / ISIN:	03938JAA7 / US03938JAA79
Joint Book-Running Managers:	J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC
Senior Co-Manager:	Lloyds Securities Inc.
Co-Managers:	Barclays Capital Inc. BNY Mellon Capital Markets, LLC Citigroup Global Markets Inc. ING Financial Markets LLC U.S. Bancorp Investments, Inc.

The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.

Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC collect at (212) 834-4533, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll free at 1-800-294-1322 and Wells Fargo Securities, LLC toll free at 1-800-326-5897.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

A-2

SCHEDULE A

Name of Underwriter	Principal Amount of Notes
J.P. Morgan Securities LLC	125,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated	125,000,000
Wells Fargo Securities, LLC	125,000,000
Lloyds Securities Inc.	30,000,000
Barclays Capital Inc.	19,000,000
BNY Mellon Capital Markets, LLC	19,000,000
Citigroup Global Markets Inc.	19,000,000
ING Financial Markets LLC	19,000,000
U.S. Bancorp Investments, Inc.	19,000,000
Total	$	500,000,000

Sch A-1

SCHEDULE B

ISSUER GENERAL USE FREE WRITING PROSPECTUSES

1.             Electronic road show presentation made available on Netroadshow.com

2.             Final Term Sheet in substantially the form set forth in Exhibit A

Sch B-1

SCHEDULE C

LIST OF DESIGNATED SUBSIDIARIES

Name

Arch Insurance Company

Arch Insurance Group Inc.

Arch Reinsurance Company

Arch Reinsurance Europe Underwriting Limited

Arch Reinsurance Ltd.

Arch Specialty Insurance Company

Arch Financial Holdings Europe I Limited

Arch Financial Holdings Europe II Limited

Arch Capital Group (U.S.) Inc.

Sch C-1

Annex A-1

December 13, 2013

J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Wells Faro Securities, LLC
          as Representatives of the Underwriters (as defined below)

c/o    J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York  10179

Re:  Arch Capital Group (U.S.) Inc.

Ladies and Gentlemen:

We have acted as special New York counsel to Arch Capital Group (U.S.) Inc., a Delaware corporation (the “Company”), and Arch Capital Group Ltd., a Bermuda exempted company with limited liability registered under the laws of Bermuda (the “Guarantor”), in connection with its issuance and sale of $500,000,000 aggregate principal amount of the Company’s 5.144% Senior Notes due 2043 (the “Notes”), guaranteed by the Guarantor (the “Guarantee”), pursuant to the Purchase Agreement, dated as of December 10, 2013 (the “Purchase Agreement”), by and among the Company, the Guarantor and you, as Representatives of the Underwriters named in Schedule A thereto (the “Underwriters”).  The Notes are being issued under an Indenture, dated as of December 13, 2013 (the “Base Indenture”), by and among the Company, the Guarantor and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture dated as of December 13, 2013 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among the Company, the Guarantor and the Trustee.

Ann A-1-1

This opinion is furnished to you at the request of the Company pursuant to Section 5(b) of the Purchase Agreement.  Capitalized terms used herein without definition have the meanings specified in the Purchase Agreement.

A Registration Statement on Form S-3 (File No. 333-180329) covering the Notes and the Guarantee has been filed with the Securities and Exchange Commission (the “Commission”) and became effective on March 23, 2012 (the “Registration Statement”).

The prospectus included in the Registration Statement at the time of the effectiveness thereof is hereinafter referred to as the “Base Prospectus.”  The documents specified in Schedule I hereto, taken together, are hereinafter referred to as the “General Disclosure Documents.”  The Base Prospectus, as supplemented by the Prospectus Supplement dated December 10, 2013 relating to the Notes in the form first filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended (the “Act”), is hereinafter referred to as the “Prospectus Supplement.”

In rendering the opinions set forth herein, we have examined originals, photocopies or conformed copies certified to our satisfaction of corporate records, agreements, instruments and documents of the Company and the Guarantor, certificates of public officials and other certificates and opinions and have made such other investigations as we have deemed necessary in connection with the opinions set forth herein.  In our examination, we have assumed (a) the due organization and valid existence of the Guarantor, (b) the due authorization, execution, and delivery by all persons of the Purchase Agreement (other than the Company), (c) that each of such parties (other than the Company) has the legal power to act in the respective capacity or capacities in which it is to act thereunder, (d)  the authenticity of all documents submitted to us as originals, (e) the conformity to the original documents of all documents submitted to us as copies and (f) the genuineness of all signatures on all documents submitted to us.

Whenever a statement is qualified by “to our knowledge” or a similar phrase, it is intended to indicate that those attorneys in this firm responsible for preparing this opinion, after consultation with such other attorneys in the firm and review of such documents in our possession as they considered appropriate, do not have current actual knowledge of the inaccuracy of such statement.  However, except as otherwise expressly indicated, we have not undertaken any independent investigation to determine the accuracy of such statement.

We advise you that, based upon the foregoing, in our opinion:

(a)           The Company is validly existing and in good standing under the laws of the State of Delaware, with the requisite corporate power and authority to carry on the business in which it is engaged.

(b)           The Purchase Agreement has been duly authorized, executed and delivered by the Company.

(c)           The Indenture has been duly authorized, executed and delivered by the Company and (assuming due authorization, execution and delivery by the Trustee and the Guarantor) constitutes the valid and binding agreement of the Company and the

Ann A-1-2

Guarantor enforceable against the Company and Guarantor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or transfer or similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); and the Indenture has been duly qualified under the Trust Indenture Act.

(d)           The Notes have been duly authorized and executed by the Company and, when authenticated by the Trustee in accordance with the Indenture and delivered to the Underwriters against payment therefor in accordance with the terms of the Purchase Agreement, will have been validly issued and delivered and will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(e)           Assuming the Guarantee has been duly authorized and, to the extent Bermuda law applies, executed by the Guarantor, the Guarantee has been executed and delivered by the Guarantor and the Guarantee constitutes a valid and binding obligation of the Guarantor entitled to the benefits of the Indenture and enforceable against the Guarantor in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(f)            The execution, delivery and performance of each of the Purchase Agreement, the Indenture, the Notes and the Guarantee (assuming that, to the extent Bermuda law applies, each has been validly executed by the Guarantor to the extent a signatory thereto) by the Company and the Guarantor, to the extent a signatory thereto, and the issuance and sale of the Notes (and compliance by each of the Company and the Guarantor with its obligations under the Purchase Agreement) will not result in a breach or violation of any of the terms or provisions of, or constitute a default or result in the imposition of any liens under, any of the agreements listed on Schedule II to this opinion, in each case as in effect at the date hereof, except any such breach, violation, default or lien that, singly or in the aggregate, would not reasonably be expected to have a material adverse effect on the business, financial condition and results of operations of the Guarantor and its subsidiaries, taken as a whole; provided, however, we express no opinion as to compliance with any financial or accounting test or any numerical limitation in any such agreement.

(g)           The execution, delivery and performance of the Purchase Agreement, the Indenture, the Notes and the Guarantee (assuming that, to the extent Bermuda law applies, each has been validly executed by the Guarantor to the extent a signatory thereto) by the Company and the Guarantor, to the extent a signatory thereto, and the issuance

Ann A-1-3

and sale of the Notes by the Company will not (A) require any consent, approval, authorization or other order of any court or governmental body or agency of the United States of America or the State of New York or (B) violate any applicable law, rule or administrative regulation of the United States of America or the State of New York, or any order or administrative or court decree of any court or governmental body or agency of the United States of America or the State of New York known to us to be applicable to the Company, the Guarantor or any of their subsidiaries, except, in each case, (i) that we have not been requested to and do not express any opinion as to any state securities or Blue Sky laws and (ii) any such consent, approval, authorization or other order the failure of which to obtain, or any such violation, that, singly or in the aggregate, would not reasonably be expected to have a material adverse effect on the business, financial condition and results of operations of the Guarantor and its subsidiaries, taken as a whole.

(h)           Other than as set forth in the General Disclosure Documents, we do not know of any legal or governmental proceedings pending to which the Company, the Guarantor or any of their subsidiaries is a party which are, pursuant to Item 103 of Regulation S-K under the Act, required to be disclosed in the Registration Statement that are not so disclosed.

(i)            Neither the Company not the Guarantor is an “investment company,” as such term is defined in the Investment Company Act of 1940.

(j)            To our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued or proceeding for that purpose has been instituted or threatened by the Commission.

(k)           The Registration Statement and the General Disclosure Documents, as of the dates they were filed with the Commission, appear on their face to be appropriately responsive in all material respects  to the applicable requirements of the Act, except with respect to (i) financial statements, financial schedules and other financial data included or incorporated by reference therein, as to which we have not been requested to and do not express any opinion, and (ii) the documents incorporated by reference in the Registration Statement or the General Disclosure Documents.

(l)            The Guarantor’s Annual Report on Form 10-K for the year ended December 31, 2012, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, which are incorporated by reference in the General Disclosure Documents (except for the financial statements, financial schedules and other financial data included therein as to which we have not been requested to and do not express any opinion), as of the date each was filed with the Commission, appear on their face to have been appropriately responsive in all material respects to the applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations of the Commission thereunder.

(m)          The information in the Base Prospectus and the General Disclosure Documents under the heading “Description of Arch Capital Group (U.S.) Inc. Unsecured

Ann A-1-4

Debt Securities” and the information in the Prospectus Supplement and the General Disclosure Documents under the heading “Description of Notes and Guarantee,” insofar as each purports to describe certain terms and provisions of the Notes, the Indenture and the Guarantee, taken together, fairly summarize such documents in all material respects.

(n)           The statements set forth in the Prospectus Supplement and the General Disclosure Documents in the section entitled “Certain United States Federal Income Tax Consequences,” insofar as they purport to summarize the provisions of the United States federal income tax laws referred to therein, fairly summarize such laws in all material respects.

In giving our opinion, we are relying, without independent verification as to all matters of fact, upon information obtained from Commission personnel, upon certificates and written statements of officers of the Company and upon the representations and warranties set forth in the Purchase Agreement delivered to you on this date.

We are members of the Bar of the State of New York and we express no opinion as to the laws of any jurisdictions other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

This opinion is solely for your benefit in connection with your purchase of the Notes on the date hereof and may not be delivered to, used or relied upon for any other purpose or by any person other than you without our prior written consent.

Very truly yours,

Ann A-1-5

Schedule I

1.Preliminary Prospectus Supplement dated December 10, 2013 relating to the Securities (including the accompanying Prospectus dated March 23, 2012).

2.Final Term Sheet as set forth in Exhibit A to the Purchase Agreement.

Ann A-1-6

Schedule II

1.Credit Agreement, dated as of August 18, 2011, by and among the Company, the subsidiaries of the Company named therein, Bank of America, N.A., as administrative agent, fronting bank and L/C administrator, JPMorgan Chase Bank, N.A., as fronting bank, L/C administrator and syndication agent, Citibank, N.A., U.S. Bank National Association and Wells Fargo Bank, National Association, as co-documentation agents, the other lenders party thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as joint lead arrangers and joint book managers, as amended on December 9, 2013.

2.Indenture and First Supplemental Indenture, dated as of May 4, 2004, between the Company and JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank).

Ann A-1-7

Annex A-2

December 13, 2013

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Wells Faro Securities, LLC,

as Representatives of the Underwriters (as defined below)

c/o    J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

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

Ladies and Gentlemen:

This letter is being furnished to you pursuant to Section 5(b) of the Purchase Agreement dated December 10, 2013 (the “Purchase Agreement”) by and between you, as representatives of the several underwriters identified in Schedule A thereto, Arch Capital Group (U.S.) Inc., a Delaware corporation (the “Company”) and Arch Capital Group Ltd., an exempted company with limited liability registered under the laws of Bermuda (the “Guarantor”), relating to the issuance and sale of $500,000,000 aggregate principal amount of the Company’s 5.144% Senior Notes due 2043 (the “Securities”), guaranteed by the Guarantor.  All capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

We have participated in conferences with officers and other representatives of the Company and the Guarantor, representatives of the independent registered public accounting firm for the Company and the Guarantor, representatives of counsel for the Underwriters and representatives of the Underwriters at which the contents of the Registration Statement, the documents specified in Schedule A hereto (the “General Disclosure Documents”) and the Prospectus Supplement dated December 10, 2013 relating to the Securities (together with the accompanying Prospectus dated March 23, 2012, the “Prospectus Supplement”) and related matters were discussed.  Although we have made certain inquiries and investigations in connection with the preparation of the Registration Statement, the General Disclosure Documents and the Prospectus Supplement, the limitations inherent in the role of outside counsel

Ann A-2-1

are such that we cannot and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in such documents, except as provided in paragraphs (m) and (n) of our opinion to you of even date herewith.  Subject to the foregoing, we advise you that no facts have come to our attention that lead us to believe that (i) the Registration Statement (including the information in the Prospectus that was omitted from the Registration Statement at the time it first became effective but that is deemed, pursuant to Rule 430B(f) of the rules and regulations under the Securities Act of 1933, as amended, to be a part of and included in the Registration Statement)  at the time the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Prospectus Supplement, as of its date or as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the General Disclosure Documents, taken together, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we express no comment with respect to the financial statements or any other financial data that is included in or omitted from the Registration Statement, the Prospectus Supplement or the General Disclosure Documents).

This letter is solely for your benefit in connection with the issuance of the Securities on the date hereof and may not be delivered to, or used for any other purpose or relied upon by any person other than you, without our prior written consent.

Very truly yours,

Ann A-2-2

SCHEDULE A

1.Preliminary Prospectus Supplement dated December 10, 2013 relating to the Securities (including the accompanying Prospectus dated March 23, 2012).

2.Final Term Sheet as set forth in Exhibit A to the Purchase Agreement.

Ann A-2-3

Annex B

· December 2013

J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC as representatives of the Underwriters (as defined below) c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 USA Matter No. 319142 Doc Ref: Legal — 4409605 441 299-4993 jason.piney@conyersdill.com

Dear Sirs,

Arch Capital Group Ltd. (the “Company”) — [·] aggregate principal amount of [·]% Senior Notes due [·] of Arch Capital Group (U.S.) Inc. guaranteed by the Company

We have acted as special legal counsel in Bermuda to the Company in connection with the proposed issue and sale by Arch Capital Group (U.S.) Inc. (the “Issuer”) of [·] aggregate principal amount of its [·] % Senior Notes due [·] (the “Notes”), as described in the prospectus dated 23 March 2012 (the “Base Prospectus”), as supplemented by the prospectus supplement dated · December 2013 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”).  The Issuer’s obligations under the Notes will be fully and unconditionally guaranteed by the Company pursuant to form of guarantee to be executed by the Company (the “Guarantee”).  This opinion is being rendered at the request of the Company to the several underwriters (together, the “Underwriters”) named in Schedule A to the Purchase Agreement (as defined below).

Ann B-1

For the purposes of giving this opinion, we have examined the following documents:

(i)a copy of the Prospectus;

(ii)a copy of the Annual Report on Form 10-K for the fiscal year ended 31 December 2011, filed with the U.S. Securities Exchange Commission on 29 February 2012 (the “Form 10-K”);

(iii)a copy of that certain Indenture dated as of · December 2013 among the Company, the Issuer and the Trustee;

(iv)a copy of that certain First Supplemental Indenture dated as of · December 2013 among the Company, the Issuer and the Trustee;

(v)the Guarantee; and

(vi)a copy of that certain Purchase Agreement dated as of · December 2013 (the “Purchase Agreement”, which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) among, inter alia, the Company, the Issuer and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, acting on behalf of themselves and the Underwriters.

The documents listed in items (iii) through (vi) above are herein sometimes collectively referred to as the “Documents” (which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

We have also reviewed a copy of the memorandum of association and the bye-laws of each of the Company, Arch Reinsurance Ltd. (“Arch Re”), Arch Capital Holdings Ltd. (“Arch Capital Holdings”), Alternative Re Holdings Limited (“Alternative Re Holdings”), Alternative Underwriting Services, Ltd. (“Alternative Underwriting”), Alternative Re Limited (“Alternative Re”), Arch Investment Holdings I Ltd. (“Arch Investment Holdings I”), Arch Investment

Ann B-2

Holdings II Ltd. (“Arch Investment Holdings II”), Arch Investment Holdings III Ltd. (“Arch Investment Holdings III”), Arch Investment Holdings IV Ltd. (“Arch Investment Holdings IV”), Arch Investment Management Ltd. (“Arch Investment Management”), Arch Risk Transfer Services Ltd. (“Arch Risk Transfer”) and Arch Underwriters Ltd. (“Arch Underwriters” and together with the Company, Arch Re, Arch Capital Holdings, Alternative Re Holdings, Alternative Underwriting, Alternative Re, Arch Investment Holdings I, Arch Investment Holdings II, Arch Investment Holdings III, Arch Investment Holdings IV, Arch Investment Holdings V, Arch Investment Management and Arch Risk Transfer, the “Companies”), certified by the respective Secretary of each of the Companies on · December 2013, an extract of minutes of a meeting of the Company’s Board of Directors held on · December 2013, certified by the Secretary of the Company on · December 2013 (the resolutions contained in such extract and minutes being collectively referred to herein as the “Resolutions”), a copy of an officer’s certificate dated · December 2013 signed by the Chief Financial Officer of the Company and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the capacity, power and authority of each of the parties to the Documents, other than the Company, to enter into and perform its respective obligations under the Documents, (d) the due execution and delivery of the Documents by each of the parties thereto, other than the Company, and the physical delivery thereof by the Company with an intention to be bound thereby, (e) the accuracy and completeness of all factual representations made in the Documents, and other documents reviewed by us, (f) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, and remain in full force and effect and have not been rescinded or amended, (g) that at all material times the Company is and will be solvent and where any act is required to be performed by the Company under the Documents, it will be performed in accordance with applicable Bermuda law, (h) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, (i) the validity and binding effect under the laws of the State of New York (the “Foreign Laws”) of the Documents, which are expressed to be governed by such Foreign Laws in accordance with their respective terms, (j) the validity and binding effect under the Foreign Laws of the submission by the Company pursuant to the Documents to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Courts located in the Borough of Manhattan, City and State of New York (the “Foreign Courts”), and (k) that none of the parties to the Documents, has carried on or will carry on activities, other than the performance of its obligations under the Documents, which would constitute the carrying on of investment business in or from Bermuda and that none of

Ann B-3

the parties to the Documents, other than the Company, will perform its obligations under the Documents, in or from Bermuda.

We have assumed that at all material times Arch Re, Alternative Underwriting and Alternative Re will comply with the conditions attached to their respective registrations under the Insurance Act 1978, as amended (the “Insurance Act”) and the regulations promulgated thereunder.

We have assumed, in giving the opinion in paragraph 2 below, that any Bermuda real property leased by the Companies for purposes of their business, is leased for a term not exceeding 21 years.

The obligations of the Company under the Documents, (a) will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, amalgamation, merger, moratorium or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors as well as applicable international sanctions, (b) will be subject to statutory limitation of the time within which proceedings may be brought, (c) will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available, (d) may not be given effect to by a Bermuda court, whether or not it was applying the Foreign Laws, if and to the extent they constitute the payment of an amount which is in the nature of a penalty and not in the nature of liquidated damages, and (e) may not be given effect by a Bermuda court to the extent that they are to be performed in a jurisdiction outside Bermuda and such performance would be illegal under the laws of that jurisdiction.  Notwithstanding any contractual submission to the jurisdiction of specific courts, a Bermuda court has inherent discretion to stay or allow proceedings in the Bermuda courts.

We express no opinion as to the enforceability of any provision of the Documents, which provides for the payment of a specified rate of interest on the amount of a judgment after the date of judgment or which purports to fetter the statutory powers of the Company.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda.  This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda.  This opinion is issued solely for your benefit and use in connection with the matter described herein and is not to be relied upon by any other person, firm or entity or in

Ann B-4

respect of any other matter except that Willkie Farr & Gallagher LLP and Cahill Gordon & Reindel LLP may rely on this opinion as provided in the Purchase Agreement.

On the basis of and subject to the foregoing, we are of the opinion that:

1.Each of the Companies is duly incorporated and existing as an exempted company under the laws of Bermuda in good standing (meaning solely that the relevant company has not failed to make any filing with any Bermuda governmental authority or to pay any Bermuda government fee or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).

2.Each of the Companies has the necessary corporate power and authority to conduct its business as described in the Prospectus as being conducted by that particular entity and to own, lease and operate its properties as described in the Prospectus.

3.The Company has the necessary corporate power and authority to enter into and perform its obligations under the Documents.  The execution and delivery of the Documents by the Company and the performance by the Company of its obligations thereunder will not violate the memorandum of association or bye-laws of each of the Companies, nor any applicable law, regulation, order or decree in Bermuda.

4.The Company has taken all corporate action required to authorise its execution, delivery and performance of the Documents.  The Documents have been duly authorised, executed and delivered by or on behalf of the Company and constitute the valid and binding obligations of the Company in accordance with the terms thereof.

5.No order, consent, approval, licence, authorisation or validation of or exemption by any government or public body or authority of Bermuda or any sub-division thereof is required to authorise or is required in connection with the execution, delivery, performance and enforcement of the Documents.

Ann B-5

6.It is not necessary or desirable to ensure the enforceability in Bermuda of the Documents that they be registered in any register kept by, or filed with, any governmental authority or regulatory body in Bermuda.

7.The Documents will not be subject to ad valorem stamp duty in Bermuda.

8.Based solely upon a search of the Cause Book of the Supreme Court of Bermuda conducted at · am on · December 2013 (which would not reveal details of proceedings which have been filed but not actually entered in the Cause Book at the time of our search), there are no judgments against any of the Companies, nor any legal or governmental proceedings pending in Bermuda to which any of the Companies is subject.

9.The statements contained (a) in the Form 10-K as incorporated by reference in the Prospectus Supplement under the captions “Business — Regulation - Bermuda Insurance Regulation”, “Business — Regulation — Certain Other Bermuda Law Considerations”, “Tax Matters — Taxation of ACGL —Bermuda”, “Tax Matters — Taxation of Shareholders — Bermuda Taxation”, “Risk Factors — Risks Relating to Our Industry — The insurance and reinsurance industry is subject to regulatory and legislative initiatives or proposals from time to time which could adversely affect our business”, “Risk Factors — Risks Relating to Our Company — If our Bermuda principal operating subsidiary becomes subject to insurance statutes and regulations in jurisdictions other than Bermuda or if there is a change in Bermuda law and regulations or the application of Bermuda law and regulations, there could be a significant and negative impact on our business”, “Risk Factors — Risks Relating to Our Company — Certain employees of our Bermuda operations are required to obtain work permits before engaging in a gainful occupation in Bermuda. Required work permits may not be granted or may not remain in effect”, “Risk Factors — Risks Relating to Our Company — The enforcement of civil liabilities against us may be difficult”, “Risk Factors — Risks Relating to our Preferred Shares — We may be impacted by regulatory initiatives affecting our preferred shares”, “Risk Factors — Risks Relating to Taxation — We may becomes subject to taxes in Bermuda after March 31, 2035, which may have a material adverse effect on our results of operations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition, Liquidity and Capital Resources — Liquidity and Capital Resources”; (b) in the Prospectus Supplement under the caption “Risk Factors — Risks Relating to the Notes— As a matter of Bermuda law, under specific, limited circumstances, guarantees can be avoided and noteholders required to return payments received from guarantors” insofar as they purport to describe the provisions of the laws of Bermuda referred to therein, are accurate and correct in all material respects.  The statements contained in the Registration Statement on Form S-3 (Registration No. 333-180329 filed with the U.S. Securities and Exchange Commission on 23 March 2012, in item 15 (“Part II - Information not required in Prospectus - Indemnification of Directors

Ann B-6

and Officers”), insofar as they purport to describe the provisions of the laws of Bermuda referred to therein, are accurate and correct in all material respects.

10.The choice of the Foreign Laws as the governing law of the Documents is a valid choice of law and would be recognised and given effect to in any action brought before a court of competent jurisdiction in Bermuda, except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of Bermuda.  The submission in the Documents to the non-exclusive jurisdiction of the Foreign Courts is valid and binding upon the Company.

11.The courts of Bermuda would recognise as a valid judgment, a final and conclusive judgment in personam obtained in the Foreign Courts against the Company based upon the Documents under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment, (b) such courts did not contravene the rules of natural justice of Bermuda, (c) such judgment was not obtained by fraud, (d) the enforcement of the judgment would not be contrary to the public policy of Bermuda, (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of Bermuda and (f) there is due compliance with the correct procedures under the laws of Bermuda.

12.Based solely upon a review of a copy of its certificate of registration issued pursuant to the Insurance Act, Arch Re is duly registered in Bermuda to write general insurance as a class 4 insurer and long term insurance as a long term insurer in accordance with the provisions of the Insurance Act, and to the best of our knowledge, such registration is in full force and effect and no proceedings are pending or threatened seeking the revocation or limitation thereof.

14.Based solely upon a review of a copy of its certificate of registration issued pursuant to the Insurance Act, Alternative Re is duly registered in Bermuda to write general insurance as a class 3 insurer in accordance with the provisions of the Insurance Act, and to the best of our knowledge, such registration is in full force and effect and no proceedings are pending or threatened seeking the revocation or limitation thereof.

15.Based solely upon a review of a copy of its certificate of registration issued pursuant to the Insurance Act, Alternative Underwriting is duly registered in Bermuda as an insurance manager in accordance with the provisions of the Insurance Act, and to the best of our knowledge, such registration is in full force and effect and no proceedings are pending or threatened seeking the revocation or limitation thereof.

Ann B-7

16.Based solely upon a review of a copy of the Register of Members of the Company certified by the Secretary of the Company on · December 2013, the authorised share capital of the Company established under its memorandum of association is U.S.$2,500,000, divided into 600,000,000 common shares of par value U.S.$0.0033 each and 50,000,000 preference shares of par value U.S.$0.01 each, of which (i) 8,000,000 preference shares have been designated as Series A non-cumulative preference shares as at · December 2013 , (ii) 5,000,000 have been designated as Series B non-cumulative preference shares as at · December 2013 and (iii) 13,000,000 have been designated as Series C non-cumulative preference shares as at· December 2013.  Based solely upon a review of an extract of the Register of Members of the Company prepared by American Stock Transfer & Trust Company, the transfer agent of the Company, on · December 2013 there are [165,722,830] common shares in the Company as at · December 2013, validly issued, fully paid and non-assessable (meaning that no further sums are required to be paid by the holders thereof in connection with the issue thereof) and such shares are not subject to any statutory pre-emptive or similar rights.

17.Based solely upon a review of the register of members of Arch Re certified by the Secretary of Arch Re on · December 2013:

(a)the authorised share capital of Arch Re established under its memorandum of association is US$2,625,000, divided into 2,625,000 common shares of par value US$1.00 each;

(b)there are 2,560,423 common shares (each having a par value of US$1.00) issued and outstanding in Arch Re and such shares are validly issued, fully paid and non-assessable (meaning that no further sums are required to be paid by the holders thereof in connection with the issue thereof); and

(c)the Company is the registered holder of the said issued and outstanding common shares and there are no other classes of shares issued and outstanding other than the aforementioned common shares in Arch Re.

Yours faithfully,

Ann B-8

EX-5.1

Exhibit 5.1

[Cahill Gordon & Reindel LLP Letterhead]

(212) 701-3000

December 13, 2013

Arch Capital Group (U.S.) Inc.
Harborside Financial Center

300 Plaza Three, 3rd Floor
Jersey City, New Jersey, 07311

Ladies and Gentlemen:

We have acted as special counsel to Arch Capital Group (U.S.) Inc., a Delaware corporation (the “Company”), and Arch Capital Group Ltd., a Bermuda public limited liability company (the “Guarantor”), in connection with the registration statement on Form S-3 (File No. 333-180329) (the “Registration Statement”) and the prospectus dated December 10, 2013 (the “Prospectus”) relating to $500,000,000 aggregate principal amount of the Company’s 5.144% Senior Notes due 2020 (the “Notes”) issued on December 13, 2013, guaranteed by the Guarantor (the “Guarantee”).  In our capacity as counsel, we have examined originals, or copies certified or otherwise identified, of (i) the Purchase Agreement, dated December 10, 2013, among the Company, the Guarantor and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC., as representatives of the underwriters listed therein; (ii) the base indenture (the “Base Indenture”) dated December 13, 2013 by and among the Company, the Guarantor and The Bank of New York Mellon, as Trustee (the “Trustee”); (iii) the First Supplemental Indenture, dated as of December 13, 2013 by and among the Company, the Guarantor and the Trustee, to the Base Indenture (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”); (iv) the form of global notes representing the Notes; and (v) the Registration Statement and the Prospectus.

In rendering the opinions set forth herein, we have examined originals, photocopies or conformed copies of certain records of the Company and the Guarantor, certain agreements and certificates of public officials, certificates of officers and representatives of the Company and the Guarantor and certain other documents.  In such examinations, we have assumed the genuineness of all signatures on original documents and the conformity to the originals of all copies submitted to us as conformed or photocopied.

On the basis of the foregoing, we are of the opinion that:

1.The Notes have been duly issued and delivered and assuming the due execution and delivery of the Indenture by the Trustee and the Guarantor and due authentication of the Notes by the Trustee, are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization,

moratorium, fraudulent transfer or similar laws affecting creditors’ rights generally and by general principles of equity.

2.Assuming the due authorization and execution of the Guarantee by the Guarantor, the Guarantee is a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting creditors’ rights generally and by general principles of equity.

We are members of the bar of the State of New York, and in rendering this opinion we express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the Form 8-K filed by the Guarantor on the date hereof. Such consent does not constitute a consent under Section 7 of the Securities Act of 1933, and by giving such consent we have not certified any part of the Registration Statement or the Prospectus Supplement and do not otherwise admit that we are within the categories of persons whose consent is required under said Section 7 or under the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Cahill Gordon & Reindel LLP

Cahill Gordon & Reindel LLP

2

EX-5.2

Exhibit 5.2

13 December 2013

Matter No.:319142

Doc Ref: Legal - 4433792

(441) 299-4993

jason.piney@conyersdill.com

Arch Capital Group Ltd.

Wessex House, 5th Floor

45 Reid Street

Hamilton HM12

Bermuda

Dear Sirs,

Re: Arch Capital Group Ltd. (the “Company”)

We have acted as special Bermuda legal counsel to the Company in connection with the proposed issuance and sale by Arch Capital Group (U.S.) Inc. (the “Issuer”) of US$500,000,000 aggregate principal amount of the Issuer’s 5.144% Notes due 2043 (the “Notes”), pursuant to the Purchase Agreement, dated 10 December 2013, among the Issuer, the Company and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Purchase Agreement”).  The obligations of the Issuer under the Notes will be fully and unconditionally guaranteed by the Company (the “Guarantee,” and together with the Notes, the “Securities”).  The Securities will be issued and sold pursuant the prospectus supplement dated 10 December 2013 (the “Prospectus Supplement”), supplementing the prospectus dated 23 March 2012 (the “Base Prospectus”) that forms part of the Registration Statement (File No. 333-180329) of the Company.  As used in this letter, the term “Prospectus” means the Prospectus Supplement and the Base Prospectus, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”).  The Securities will be issued pursuant to an Indenture, dated as of 13 December 2013 (the “Original Indenture”), by and among the Issuer, the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of 13 December 2013 (the “First Supplemental Indenture,” and together with the Original Indenture, the “Indenture”), by and among the Issuer, the Company and the Trustee.

For the purposes of giving this opinion, we have examined copies of the Prospectus, the Registration Statement, the Purchase Agreement, the Indenture and resolutions of the Board of Directors of the Company adopted on 8 November 2013 and resolutions of the Special Committee of the Board of Directors of the Company adopted on 9 December 2013 (together, the “Resolutions”).  We have also reviewed the memorandum of association and the bye-laws of the Company (together, the “Constitutional Documents”), each certified by the Assistant Secretary of the Company on 11 December 2013, and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Indenture, the Guarantee thereunder and other documents reviewed by us, (d) that the Company will enter into the Guarantee in furtherance of its objects as set out in its memorandum of association, (e) that the Constitutional Documents will not be amended in any manner that would affect the opinions expressed herein, (f) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (g) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, (h) that the Indenture and the Guarantee thereunder, is valid and binding in accordance with its terms pursuant to its governing law, (i) the capacity, power and authority of all parties other than the Company to enter into and perform their obligations under any and all documents entered into by such parties in connection with the Indenture and the Guarantee thereunder, and the due execution and delivery thereof by each party thereto, (j) that none of the parties to the Indenture and the Guarantee thereunder (other than the Company) carries on business from premises in Bermuda, at which it employs staff and pays salaries and other expenses, and (k) at the time of issue of the Guarantee, the Company will be able to pay its liabilities as they become due.

The obligations of the Company in connection with the Indenture and the Guarantee thereunder (a) will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, amalgamation, merger, moratorium or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors as well as applicable international sanctions, (b) will be subject to statutory limitation of the time within which proceedings may be brought, (c) will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available, (d) may

2

not be given effect to by a Bermuda court if and to the extent they constitute the payment of an amount which is in the nature of a penalty and not in the nature of liquidated damages, and (e)  may not be given effect by a Bermuda court to the extent that they are to be performed in a jurisdiction outside Bermuda and such performance would be illegal under the laws of that jurisdiction. Notwithstanding any contractual submission to the jurisdiction of specific courts, a Bermuda court has inherent discretion to stay or allow proceedings in the Bermuda courts.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda.  This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the issuance by the Company of the Guarantee and is not to be relied upon in respect of any other matter.

On the basis of and subject to the foregoing we are of the opinion that:

1.The Company is duly incorporated and existing under the laws of Bermuda and is in good standing (meaning solely that it has not failed to make any filing with any Bermuda governmental authority or to pay any Bermuda government fee or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).

2.When the Notes shall have been duly executed by the Issuer and authenticated by the Trustee as provided in the Indenture and shall have been duly delivered to the purchasers thereof against payment of the agreed consideration therefor as provided in the Purchase Agreement, the Guarantee will be validly issued and will constitute a valid and legally binding obligation of the Company in accordance with the terms thereof.

We hereby consent to the filing of this opinion as an exhibit to the filing by the Company of a Current Report on Form 8-K on the date hereof, which Form 8-K will be incorporated by reference into the Registration Statement, and to all references to our firm included in or made a part of the Prospectus.  In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Securities and Exchange Commission promulgated thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman Limited

3

EX-12.1

Exhibit 12.1

Arch Capital Group Ltd. and Subsidiaries

Computation of Ratio of Earnings to Fixed Charges (1)

(in thousands, except ratios)

	9 Months Ended September		Year Ended December 31,
	30, 2013		2012
Income before income taxes	$	565,561	$	589,387
Equity in net (income) loss of investees	38,336		(43,632		)
Fixed charges	21,961		34,223
Income available for fixed charges	$	625,858	$	579,978
Fixed charges:
Interest and amortization on indebtedness	17,687		28,525
Estimate of interest component within rental expense net of sublease (income) (2)	4,274		5,698
Total fixed charges	21,961		34,223
Ratio of earnings to fixed charges	28.5		16.9

(1)  Reflects the computation of ratio of earnings to fixed charges for periods not previously filed.

(2)  Represents a reasonable approximation of the interest cost component of rental expense net of sublease (income) incurred by the Company (deemed to be 33% of operating lease rentals).