ITEM 5.03 Amendments to Articles of Incorporation or Bye-laws. On June 11, 2021, Arch Capital Group Ltd. (the "Company") consummated its previously disclosed public offering of 20,000,000 Depositary Shares (the "Depositary Shares"), each of which represents a 1/1,000th interest in a 4.550% Non-Cumulative Preferred Share, Series G, of ACGL (the "Preferred Shares"). In connection with such transaction, the Company adopted a Certificate of Designations (the "Certificate of Designations") with respect to the Preferred Shares, which Certificate of Designations was appended to the bye-laws of the Company in accordance with Bermuda law. The description of the terms of the Preferred Shares is set forth in the Certificate of Designations attached as Exhibit 4.1 hereto, and is incorporated herein by reference. A legal opinion relating to the validity of the Preferred Shares has been included as Exhibit 5.1 hereto, and is incorporated herein by reference.




ITEM 8.01 Other Events.
In connection with the issuance of the Depositary Shares, the Company entered
into a deposit agreement (the "Deposit Agreement"), dated June 11, 2021, with
American Stock Transfer & Trust Company, LLC, as depositary, registrar and
transfer agent and as dividend disbursing agent and redemption agent, and the
holders from time to time of the depositary receipts. The Deposit Agreement has
been included as Exhibit 4.3 hereto, and is incorporated herein by reference.
The above description of the Deposit Agreement is qualified in its entirety by
reference to such exhibit, which is incorporated herein by reference. A legal
opinion as to the Depositary Shares has been included as Exhibit 5.2 hereto, and
is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d): The following exhibits are being filed herewith.


EXHIBIT NO.                                           DESCRIPTION
4.1                    Certificate of Designations of 4.550% Non-Cumulative Preferred Shares,
                     Series G
4.2                    Form of Share Certificate evidencing 4.550% Non-Cumulative Preferred Share,
                     Series G
4.3                    Deposit Agreement, dated June 11, 2021, between Arch Capital Group Ltd.,
                     American Stock Transfer & Trust Company, LLC and the holders from time to
                     time of the depositary receipts.
4.4                    Form of Depositary Receipt
5.1                    Opinion of Conyers Dill & Pearman Limited
5.2                    Opinion of Cahill Gordon & Reindel LLP
23.1                   Consent of Conyers Dill & Pearman Limited (included as part of Exhibit
                     5.1)
23.2                   Consent of Cahill Gordon & Reindel LLP (included as part of Exhibit 5.2)




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