Edgar Filing: ARCH CAPITAL GROUP LTD

As filed with the Securities and Exchange Commission on February 14, 2002

Registration No. 333-86145

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ARCH CAPITAL GROUP LTD.
(Exact name of registrant as specified in its charter)

Bermuda Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Craig Appin House
8 Wesley Street
Hamilton HM II Bermuda
(441) 296-8240
(Address of Principal Executive Offices)

ARCH CAPITAL GROUP LTD. 1999 LONG TERM INCENTIVE AND SHARE AWARD PLAN,
ARCH CAPITAL GROUP LTD. 1995 LONG TERM INCENTIVE AND SHARE AWARD PLAN
AND
ARCH CAPITAL GROUP LTD. 1995 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)

National Registered Agents, Inc.
440 9th Avenue, 5th Floor
New York, New York 10001
(Name and address of agent for service)

(800) 767-1553
(Telephone number, including area code, of agent for service)

Copy to:
Immanuel Kohn, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000

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EXPLANATORY STATEMENT

This constitutes post-effective amendment no. 4 to the registrant's
registration statement on form S-8 (File No. 33-99974 and also post-effective
amendment no. 2 to the registrant's registration statement on form S-8 (File No.
333-86145) filed by Arch Capital Group (U.S.) Inc. (formerly known as Risk
Capital Holdings, Inc. and also formerly known as Arch Capital Group Ltd.) (IRS
Employer Identification Number 06-1424716). The reoffer prospectus contained
herein is intended to be a combined prospectus under Rule 429.

REOFFER PROSPECTUS

ARCH CAPITAL GROUP LTD.

Common shares, par value US $0.01 per share

900,000 shares issued or issuable under the
Arch Capital Group Ltd. 1999 Long Term Incentive and Share Award Plan

1,700,000 shares issued or issuable under the
Arch Capital Group Ltd. 1995 Long Term Incentive and Share Award Plan

120,000 shares issued or issuable under the
Arch Capital Group Ltd. 1995 Employee Stock Purchase Plan

This prospectus relates to the offer and sale of our common shares, par
value US $0.01 per share, which may be offered hereby from time to time by any
or all of the selling shareholders named herein for their own benefit.

All or a portion of the common shares offered hereby may be offered for
sale, from time to time, through the Nasdaq National Market or otherwise, at
prices and terms then obtainable. All brokers' commissions, concessions or
discounts will be paid by the selling shareholders. We will not receive any of
the proceeds from sales by selling shareholders.

The selling shareholders and brokers through whom sales of the common
shares are made may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act of 1933. In addition, any profits realized by the
selling shareholders or such brokers on the sale of the common shares may be
deemed to be underwriting commissions under the Securities Act.

Our common shares are traded on the Nasdaq National Market under the symbol
"ACGL". The last reported sale price of the common shares on the Nasdaq National
Market on February 13, 2002 was $26.60 per share.

-------------------------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

---------------------------------

The date of this Prospectus is February 14, 2002

TABLE OF CONTENTS

Page

AVAILABLE INFORMATION.........................................................i

THE COMPANY...................................................................1

USE OF PROCEEDS...............................................................1

SELLING SHAREHOLDERS..........................................................1

PLAN OF DISTRIBUTION..........................................................3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................4

LEGAL MATTERS.................................................................5

EXPERTS.......................................................................5

SEC POSITION ON INDEMNIFICATION...............................................5

AVAILABLE INFORMATION

We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. We have also filed with
the SEC registration statements on Form S-8 to register the common shares
offered by this prospectus. This prospectus, which forms a part of the
registration statements, does not contain all of the information included in the
registration statements. For further information about us and the securities
offered in this prospectus, you should refer to the registration statements and
their exhibits.

You may read and copy any document we file with the SEC at the SEC's Public
Reference Room at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and may obtain copies of these documents at the SEC's offices in New York,
New York and Chicago, Illinois, at prescribed rates. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Room. We file our
SEC materials electronically with the SEC, so you can also review our filings by
accessing the website maintained by the SEC at http://www.sec.gov. This site
contains reports, proxy information statements and other information regarding
issuers that file electronically with the SEC.

No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell or to buy only the shares offered by this prospectus, but only
under circumstances and in jurisdictions where it is lawful to do so. The
information contained in this prospectus is current only to the date of this
prospectus.

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THE COMPANY

Arch Capital Group Ltd. was formed in Bermuda on September 22, 2000. Our
executive offices will be located at Craig Appin House, 8 Wesley Street,
Hamilton, HM 11 Bermuda; telephone number (441) 296-8240.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common shares offered
by this prospectus. All proceeds will be received by the selling shareholders.

SELLING SHAREHOLDERS

Under our (1) 1999 Long Term Incentive and Share Award Plan (the "1999
Incentive Plan"), there are available a total of 900,000 common shares for
issuance to our and our subsidiaries' officers and directors, (2) 1995 Long Term
Incentive and Share Award Plan (the "1995 Incentive Plan"), there are available
a total of 1,700,000 common shares for issuance to our and our subsidiaries'
officers and directors, and (3) 1995 Employee Stock Purchase Plan (together with
the 1999 and 1995 Incentive Plans, the "Plans"), there are available a total of
120,000 common shares for issuance to our and our subsidiaries' employees. The
common shares to which this prospectus relates are being registered for reoffers
and resales by selling shareholders who may acquire, or have acquired, such
shares pursuant to the Plans. The selling shareholders named below may resell
all, a portion, or none of the shares that they have acquired or may acquire
pursuant to the Plans. As a result, no estimate can be given as to the amount of
securities that will be held by the selling shareholders after completion of
sale of the common shares offered hereby.

Participants under the Plans who are deemed to be our affiliates who
acquire common shares under the Plans may be added to the selling shareholders
listed below from time to time, either by means of a post-effective amendment to
the registration statements of which this prospectus forms a part or by use of a
prospectus supplement filed under Rule 424 under the Securities Act.
Non-affiliates who have not been named as selling shareholders in the prospectus
and who hold less than the lesser of 1,000 shares or one percent (1%) of the
common shares issuable under the respective Plan may use this prospectus for
reoffers and resales of common shares up to that amount without being named in
this prospectus as a selling shareholder.

The following table sets forth certain information concerning the selling
shareholders as of January 4, 2000. Except as disclosed below, none of such
selling shareholders has, or within the past three years has had, any position,
office or other material relationship with us:

Maximum Number of Shares
Shares Owned Owned and/or Subject to
Position with Prior to Outstanding Options Which
Name Company Offering(1) May Be Offered Hereby(1)
--------------------------- ----------------------------- ------------------- --------------------------

Robert Clements (2) Chairman and Director 2,219,806 163,574

Peter A. Appel (3) President, Chief Executive 454,434 823,102
Officer and Director

John J. Bunce, Jr. (4) Director 842,655 3,063

Michael P. Esposito, Jr. (5) Director 29,472 30,972

Kewsong Lee (6) Director 18,939,311 3,063

James J. Meenaghan (7) Director 17,113 18,613

Robert F. Works (8) Director 23,972 25,472

Debra M. O'Connor (9) Senior Vice President, 72,319 78,986
Controller and Treasurer

Louis T. Petrillo (10) Senior Vice President, 70,131 96,798
General Counsel and Secretary

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(1) Amounts in the third column represent the number of common shares owned
prior to the receipt of (a) shareholder approval of certain proposals at
our special general meeting to be held on March 7, 2002 and (b) the
regulatory approvals required in connection with the investment by the H&F
Funds listed in footnote (4) below and the Warburg Pincus entities listed
in footnote (6) below, which was consummated on November 20, 2001. Amounts
in this column do not reflect ownership of options or warrants which are
not currently exercisable within 60 days of the date hereof. Amounts in the
fourth column represent the number of common shares issued or issuable
under the Plans to each selling shareholder. Such amounts do not constitute
a commitment to sell any or all of the stated number of common shares. The
number of such shares offered shall be determined from time to time by each
selling shareholder at his or her discretion. Amounts in this column
reflect ownership of all options and warrants regardless of whether they
are currently exercisable within 60 days of the date hereof.

(2) Amount in third column reflects (a) 1,810,600 common shares owned directly
by Mr. Clements (including 1,696,911 restricted shares, which are subject
to vesting), (b) 200,000 common shares issuable upon exercise of class A
warrants owned directly by Mr. Clements, (c) 107,125 common shares issuable
upon exercise of currently exercisable options owned directly by Mr.
Clements, (d) 55,000 common shares owned by Taracay Investors, (e) 39,603
common shares issuable upon exercise of class A warrants owned by Taracay
Investors and (f) common shares issuable upon conversion of preference
shares or exercise of class A warrants owned by Sound View Partners, L.P.
Amounts do not include 107,198 common shares issuable upon exercise of
class B warrants, which are not currently exercisable within 60 days of the
date hereof. Taracay Investors is a general partnership, the general
partners of which consist of Mr. Clements and members of his family and the
managing partner of which is Mr. Clements. Mr. Clements is the general
partner of Sound View.

(3) Amount in third column reflects (a) 134,895 common shares owned directly by
Mr. Appel, (b) 315,800 common shares issuable upon exercise of currently
exercisable options and (c) common shares issuable upon conversion of
preference shares or exercise of class A warrants. Amounts do not include
372,407 common shares issuable upon exercise of stock options that are not
likely to become exercisable within 60 days of the date hereof.

(4) Amount in third column reflects securities held by or the benefit of the
following entities: HFCP IV (Bermuda), L.P. ("HFCP IV Bermuda"), H&F
International Partners IV-A (Bermuda), L.P. ("HFIP IV-A Bermuda"), H&F
International Partners IV-B (Bermuda), L.P. ("HFIP IV-B Bermuda") and H&F
Executive Fund IV (Bermuda), L.P. ("HFEF Bermuda," and together with HFCP
IV Bermuda, HFIP IV-A Bermuda and HFIP IV-B Bermuda, the "H&F Funds"). H&F
Investors IV (Bermuda), L.P. ("HFI IV Bermuda") is the sole general partner
of the H&F Funds. H&F Corporate Investors IV (Bermuda) Ltd. ("HFCI
Bermuda") is the sole general partner of HFI IV Bermuda. Mr. Bunce is a
member of an investment committee of HFCI Bermuda which has investment
discretion over the securities held by the H&F Funds. Mr. Bunce is a 9.9%
shareholder of HFCI Bermuda. All shares indicated as owned by Mr. Bunce are
included because he is a member of our board and is affiliated with HFCI
Bermuda. Mr. Bunce may be deemed to have an indirect pecuniary interest
(within the meaning of Rule 16a-1 under the Exchange Act) in an
indeterminate portion of the shares beneficially owned by the H&F Funds.
Mr. Bunce disclaims beneficial ownership of all shares owned by the H&F
Funds, except to the extent of his indirect pecuniary interest in the
issuer held through the H&F Funds. Based on a Form 3 dated November 30,
2001 filed with the SEC by Mr. Bunce.

(5) Amount in third column reflects 9,672 common shares owned directly by Mr.
Esposito and 19,800 common shares issuable upon immediately exercisable
options and excludes 1,500 common shares issuable upon exercise of options
that are not currently exercisable within 60 days hereof.

(6) Amount in third column reflects securities held by the following entities:
Warburg Pincus (Bermuda) Private Equity VIII, L.P. ("WP VIII Bermuda"),
Warburg Pincus (Bermuda) International Partners, L.P. ("WPIP Bermuda"),
Warburg Pincus Netherlands International Partners I, C.V. ("WPIP
Netherlands I") and Warburg Pincus Netherlands International Partners II,
C.V. ("WPIP Netherlands II"). Warburg Pincus (Bermuda) Private Equity Ltd.
("WP VIII Bermuda Ltd.") is the sole general partner of WP VIII Bermuda.
Warburg Pincus (Bermuda) International Ltd. ("WPIP Bermuda Ltd.") is the
sole general partner of WPIP Bermuda. Warburg, Pincus & Co. ("WP") is the
sole general partner of WPIP Netherlands I and WPIP Netherlands II. WP VIII
Bermuda, WPIP Bermuda, WPIP Netherlands I and WPIP Netherlands II are
managed by Warburg Pincus LLC ("WP LLC"). Amounts also reflect (a) 1,263
common shares owned directly by Mr. Lee and (b) 100 common shares issuable
upon exercise of currently exercisable options. Mr. Lee is a general
partner of WP, a managing director and member of WP LLC and a beneficial
owner of certain shares of capital stock of WP VIII Bermuda Ltd. and WPIP
Bermuda Ltd. All shares indicated as owned by Mr. Lee are included because
he is a member of our board and is affiliated with these Warburg Pincus
entities. Mr. Lee may be deemed to have an indirect pecuniary interest
(within the meaning of Rule 16a-1 under the Exchange Act) in an
indeterminate portion of the shares owned by WP VIII Bermuda, WPIP Bermuda,
WPIP Netherlands I and WPIP Netherlands II. Mr. Lee disclaims beneficial
ownership of all shares owned by these Warburg Pincus entities. Based on a
Form 3 dated November 30, 2001 filed with the SEC by Mr. Lee.

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(7) Amount in third column reflects 1,813 common shares owned directly by Mr.
Meenaghan and 15,000 common shares issuable upon exercise of immediately
exercisable options and excludes 1,500 common shares issuable upon exercise
of options that are not currently exercisable within 60 days hereof.

(8) Amount in third column reflects 5,672 common shares owned directly by Mr.
Works and 18,300 common shares issuable upon exercise of immediately
exercisable options and excludes 1,500 common shares issuable upon exercise
of options that are not currently exercisable within 60 days hereof.

(9) Amount in third column reflects (a) 14,986 common shares owned directly by
Ms. O'Connor, (b) 57,333 common shares issuable upon exercis`e of currently
exercisable options and excludes 6,667 common shares issuable upon exercise
of options that are not currently exercisable within 60 days hereof.

(10) Amount in third column reflects (a) 8,998 common shares owned directly by
Mr. Petrillo, (b) 61,133 common shares issuable upon exercise of currently
exercisable options and excludes 26,667 common shares issuable upon
exercise of options that are not currently exercisable within 60 days
hereof.

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PLAN OF DISTRIBUTION

The selling shareholders may sell common shares through dealers, through
agents or directly to one or more purchasers. The distribution of the common
shares may be effected from time to time in one or more transactions (which may
involve crosses or block transactions):

o on any national stock exchanges on which the common shares may be
traded from time to time in transactions which may include special
offerings, exchange distributions and/or secondary distributions
pursuant to and in accordance with the rules of such exchanges,

o in the over-the-counter market, or

o in transactions other than on such exchanges or in the
over-the-counter market, or a combination of such transactions.

Any such transaction may be effected at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices. The selling shareholders may effect such transactions by
selling common shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the selling shareholders and/or commissions from purchasers of common shares for
whom they may act as agent. The selling shareholders and any broker-dealers or
agents that participate in the distribution of common shares by them might be
deemed to be underwriters, and any discounts, commissions or concessions
received by any such broker-dealers or agents might be deemed to be underwriting
discounts and commissions, under the Securities Act.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file
with them, which means we can disclose important information to you by referring
you to those documents. The information included in the following documents is
incorporated by reference and is considered to be a part of this prospectus. The
most recent information that we file with the SEC automatically updates and
supersedes more dated information. We have previously filed the following
documents with the SEC and are incorporating them by reference into this
prospectus:

o Our annual report on Form 10-K/A for the year ended December 31, 2000.

o Our quarterly report on Form 10-Q/A for the quarter ended March 31,
2001 and our quarterly reports on Form 10-Q for the quarters ended
June 30, 2001 and September 30, 2002.

o Our current reports on Form 8-K filed on March 15, 2001, July 6, 2001,
November 8, 2001 and January 4, 2002 (as amended on January 7, 2002).

o Our proxy statement on Schedule 14A for our annual meeting of
shareholders held on June 7, 2001 (other than the sections entitled
"Execution Compensation -- Report of the Compensation and Stock Awards
Committees of the Board of Directors," "Performance Graph," "Report of
the Audit Committee of the Board of Directors" and "Audit Fees").

o Our proxy statement on Schedule 14A for our special general meeting of
shareholders to be held on March 7, 2202.

o The description of the common shares contained in our registration
statement on Form 8-A filed on November 7, 2000 pursuant to Section 12
of the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating such description.

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We are also incorporating into this prospectus all documents subsequently
filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment that indicates all common
shares offered have been sold, or that deregisters all common shares then
remaining unsold.

We will provide without charge to each person, including any person having
a control relationship with that person, to whom a prospectus is delivered, a
copy of any or all of the information that has been incorporated by reference in
this prospectus but not delivered with this prospectus. If you would like to
obtain this information from us, please direct your request, either in writing
or by telephone, to:

Arch Capital Group Ltd.
Clarendon House
2 Church Street
Hamilton HM 11 Bermuda
Attention: Secretary
Telephone Number: (441) 295-1422

LEGAL MATTERS

The validity of the common shares offered hereby will be passed upon for us
by Conyers Dill & Pearman, Hamilton, Bermuda.

EXPERTS

The consolidated financial statements and the related financial statement
schedules incorporated herein by reference from our annual report on Form 10-K
for the year ended December 31, 1999 have been audited by PricewaterhouseCoopers
LLP, independent accountants, as stated in their reports, which are incorporated
herein by reference, and have been so incorporated in reliance upon the reports
of such firm given upon their authority as experts in accounting and auditing.

SEC POSITION ON INDEMNIFICATION

Under Bermuda law, a company is permitted to indemnify any officer or
director, out of the funds of the company, against (a) any liability incurred by
him or her in defending any proceedings, whether civil or criminal, in which
judgment is given in his or her favor, or in which he or she is acquitted, or in
connection with any application under relevant Bermuda legislation in which
relief from liability is granted to him or her by the court and (b) any loss or
liability resulting from negligence, default, breach of duty or breach of trust,
save for his or her fraud and dishonesty. Our bye-laws provide for our indemnity
of our officers, directors and employees to the fullest extent permitted by law.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling us pursuant to the
foregoing provisions, we have been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. We believe that the limitation of liability
provisions in our by-laws will facilitate our ability to continue to attract and
retain qualified individuals to serve as our officers and directors.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to the Note to Part I of Form S-8, the information required by
Part I is not required to be filed with the SEC.

Arch Capital Group Ltd. will provide without charge to each person to whom
a copy of a Section 10(a) prospectus hereunder is delivered, upon the oral or
written request of such person, a copy of any document incorporated in this
registration statement by reference, except exhibits to such documents. Requests
for such information should be directed to Arch Capital Group Ltd., Clarendon
House, 2 Church Street, Hamilton HM 11 Bermuda, Attention: Secretary; telephone
number: (441) 295-1422.

I-1

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

See section of prospectus entitled "Incorporation of Certain Documents by
Reference."

ITEM 4. DESCRIPTION OF SECURITIES

The class of securities offered is registered under Section 12 of the
Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our bye-laws provide for our indemnity of our officers, directors and
employees to the fullest extent permitted by law.

Our bye-laws also provide that expenses (including attorneys' fees)
incurred by one of our officers or directors in defending any civil, criminal,
administrative or investigative action, suit or proceeding will be paid by us in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he or she is not entitled to be
indemnified by us pursuant to Bermuda law.

Our bye-laws also provide that our officers and directors will not be
personally liable to us or our shareholders for monetary damages for any breach
of fiduciary duty as a director or officer, except to the extent that such
limitation is prohibited by Bermuda Law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

150,000 common shares previously issued under our 1995 Long Term Incentive
and Share Award Plan to participants listed as selling shareholders in the
prospectus contained in this registration statement were awarded either in
transactions not involving a sale or in reliance upon the exemption from the
registration provisions of the Securities Act set forth in Section 4(2) thereof.

ITEM 8. EXHIBITS

See Exhibit Index immediately preceding the Exhibits.

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ITEM 9. UNDERTAKINGS

We hereby undertake:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by us pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

(4) That, for purposes of determining any liability under the Securities
Act, each filing of our annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and persons
controlling us pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by us
of expenses incurred or paid by a director, officer or person
controlling us in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securi-

II-2

ties being registered, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greenwich, State of Connecticut on February 14, 2002.

ARCH CAPITAL GROUP LTD.

By: /s/ Peter A. Appel
----------------------------------------------
Peter A. Appel
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been duly signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

*
---------------------------------- Chairman and Director February 14, 2002
Robert Clements

/s/ Peter A. Appel President and Chief Executive Officer February 14, 2002
---------------------------------- (Principal Executive Officer) and Director
Peter A. Appel

*
---------------------------------- Executive Vice President and Chief February 14, 2002
John D. Vollaro Financial Officer (Principal
Financial and Accounting Officer)

*
---------------------------------- Vice Chairman and Director February 14, 2002
John M. Pasquesi

*
---------------------------------- Director February 14, 2002
John L. Bunce, Jr.

*
---------------------------------- Director February 14, 2002
Michael P. Esposito, Jr.

*
---------------------------------- Director February 14, 2002
Paul B. Ingrey

*
---------------------------------- Director February 14, 2002
Constantine Iordanou

II-4

Signature Title Date
--------- ----- ----

*
---------------------------------- Director February 14, 2002
James J. Meenaghan

*
---------------------------------- Director February 14, 2002
Kewsong Lee

*
---------------------------------- Director February 14, 2002
Robert F. Works

* By: /s/ Peter A. Appel
---------------------------
Attorney-in-Fact

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EXHIBIT INDEX

Exhibit
Number Description

3.1 Memorandum of Association of Arch Capital Group Ltd. (a)

3.2 Bye-laws of Arch Capital Group Ltd. (a)

3.3 Form of Amended and Restated Bye-law 45 and Bye-law 75. (b)

3.4 Certificate of Designations of Series A Convertible Preference Shares. (b)

4.1 Specimen Common Share Certificate. (c)

5 Opinion of Conyers Dill & Pearman regarding the legality of the securities.

10.2.1 Arch Capital Group Ltd. 1995 Long Term Incentive and Share Award Plan
(the "1995 Stock Plan") (b)

10.2.2 First Amendment to the 1995 Stock Plan (c)

10.3 Arch Capital Group Ltd. 1995 Employee Stock Purchase Plan (e)

23.1 Consent of Conyers Dill & Pearman (included in Exhibit 5)

23.2 Consent of PricewaterhouseCoopers LLP

24 Power of Attorney

------------------

(a) Incorporated by reference to Arch Capital Group Ltd.'s registration
statement on Form S-4 (File No. 333-45418), as filed with the SEC on
September 26, 2000.

(b) Incorporated by reference to the current report on Form 8-K of Arch Capital
Group Ltd. as filed with the SEC on January 4, 2002.

(c) Incorporated by reference to the annual report on Form 10-K/A of Arch
Capital Group Ltd. for the year ended December 31, 2000, as filed with the
SEC on August 10, 2001.

(d) Incorporated by reference to the proxy statement of Arch Capital Group
(U.S.) Inc. (formerly known as Risk Capital Holdings, Inc.) relating to its
annual meeting of stockholders held on May 11, 1999, as filed with the SEC
on April 4, 1999.

(e) Incorporated by reference to the registration statement on Form S-8 of Arch
Capital Group (U.S.) Inc. (formerly known as of Risk Capital Holdings,
Inc.) (No. 33-99974), as filed with the SEC on December 4, 1995.

[Exhibit 5]

[Letterhead of Conyers Dill & Pearman]

14 February 2002

Arch Capital Group Ltd.
Clarendon House
2 Church Street
Hamilton HM11
Bermuda

Dear Sirs

Arch Capital Group Ltd.

We have acted as special legal counsel in Bermuda to Arch Capital Group, Ltd., a
Bermuda company, (the "Company") in connection with the transactions described
in the Post-Effective Amendment to Registration Statement on Form S-8 filed with
the United States Securities and Exchange Commission on 14 February 2002 (the
"Registration Statement").

For the purposes of giving this opinion, we have examined and relied on a copy
of the Registration Statement.

We have also reviewed a copy of the memorandum of association and the bye-laws
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 opinions set forth
below.

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.

The Registration Statement contemplates the sale by the Selling Shareholders (as
referred to in the Registration Statement) of common shares in the Company
issued or issuable to the Selling Shareholders pursuant to the Plans (as defined
in the Registration Statement). Such shares are hereinafter referred to as the
"Relevant Shares".

On the basis of and subject to the foregoing, it is our opinion that the
Relevant Shares have been validly issued, fully paid and not subject to further
calls or, when issued, will have been validly issued and fully paid and not
subject to further calls.

We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving such consent, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
United States Securities Act of 1933 and the rules and regulations of the United
States Securities and Exchange Commission thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman
--------------------------
CONYERS DILL & PEARMAN

[Exhibit 23.2]

[Letterhead of PricewaterhouseCoopers]

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Post-Effective Amendment to Registration Statement on
Form S-8 of our reports dated February 6, 2001 (except as to Note 2, which is as
of August 6, 2001) relating to the financial statements and financial statement
schedules of Arch Capital Group Ltd. (formerly known as Risk Capital Holdings,
Inc.), which appears in Arch Capital Group Ltd.'s Annual Report to Shareholders
on Form 10-K/A for the year ended December 31, 2000. We also consent to the
reference to us under the heading "Experts" in such Prospectus.

/s/ PricewaterhouseCoopers
PricewaterhouseCoopers
Hamilton, Bermuda
February 11, 2002

Exhibit 24

REGISTRATION STATEMENT ON FORM S-8
Relating to
ARCH CAPITAL GROUP LTD. 1999 LONG TERM INCENTIVE AND SHARE AWARD PLAN,
ARCH CAPITAL GROUP LTD. 1995 LONG TERM INCENTIVE AND SHARE AWARD PLAN
AND
ARCH CAPITAL GROUP LTD. 1995 EMPLOYEE STOCK PURCHASE PLAN

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert Clements, Peter A. Appel and Louis
T. Petrillo as his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the above referenced Registration
Statement and any and all amendments (including post-effective amendments) and
supplements thereto, and to file the same with the Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Signature Title Date
--------- ----- ----

/s/ John D. Vollaro Executive Vice President and February 14, 2002
------------------------------------------ Chief Financial Officer
John D. Vollaro (Principal Financial and
Accounting Officer)

/s/ John L. Bunce, Jr. Director February 14, 2002
------------------------------------------
John L. Bunce, Jr.

/s/ Paul B. Ingrey Director February 14, 2002
------------------------------------------
Paul B. Ingrey

/s/ Kewsong Lee Director February 14, 2002
------------------------------------------
Kewsong Lee

/s/ John M. Pasquesi Vice Chairman and Director February 14, 2002
------------------------------------------
John M. Pasquesi