0000947484-17-000055 Sample Contracts

ARCH CAPITAL GROUP LTD. Restricted Share Agreement
Restricted Share Agreement • August 4th, 2017 • Arch Capital Group Ltd. • Fire, marine & casualty insurance • New York

THIS AGREEMENT, dated as of May 8, 2017, between Arch Capital Group Ltd. (the “Company”), a Bermuda company, and [Employee Name] (the “Employee”).

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ARCH CAPITAL GROUP LTD. Restricted Share Agreement
Restricted Share Agreement • August 4th, 2017 • Arch Capital Group Ltd. • Fire, marine & casualty insurance • New York

THIS AGREEMENT, dated as of May 4, 2017, between Arch Capital Group Ltd. (the “Company”), a Bermuda company, and [Director Name] (the “Director”).

ARCH CAPITAL GROUP LTD. Restricted Share Unit Agreement
Restricted Share Unit Agreement • August 4th, 2017 • Arch Capital Group Ltd. • Fire, marine & casualty insurance • New York

THIS AGREEMENT, dated as of May 8, 2017, between Arch Capital Group Ltd. (the “Company”), a Bermuda company, and David McElroy (the “Employee”).

ARCH CAPITAL GROUP LTD. Non-Qualified Stock Option Agreement
Qualified Stock Option Agreement • August 4th, 2017 • Arch Capital Group Ltd. • Fire, marine & casualty insurance • New York

FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Arch Capital Group Ltd. (the “Company”), a Bermuda company, hereby grants to [Employee Name], an employee of the Company on the date hereof (the “Option Holder”), the option to purchase common shares, $0.0033 par value per share, of the Company (“Shares”), upon the following terms:

FIRST AMENDMENT TO THE STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 4th, 2017 • Arch Capital Group Ltd. • Fire, marine & casualty insurance

This FIRST AMENDMENT TO THE STOCK PURCHASE AGREEMENT, dated December 29, 2016 (this “Amendment”), is made by and between AMERICAN INTERNATIONAL GROUP, INC., a Delaware corporation (“Parent”), and ARCH CAPITAL GROUP LTD., an exempted company with limited liability registered under the laws of Bermuda (the “Acquiror”). Capitalized terms not defined herein shall have the meanings set forth in the Stock Purchase Agreement, dated as of August 15, 2016 (as amended, modified or supplemented from time to time in accordance with its terms, the “Purchase Agreement”), by and between the Parent and the Acquiror.

SECOND AMENDMENT TO THE STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 4th, 2017 • Arch Capital Group Ltd. • Fire, marine & casualty insurance

This SECOND AMENDMENT TO THE STOCK PURCHASE AGREEMENT, dated July 17, 2017 (this “Amendment”), is made by and between AMERICAN INTERNATIONAL GROUP, INC., a Delaware corporation (“Parent”), and ARCH CAPITAL GROUP LTD., an exempted company with limited liability registered under the laws of Bermuda (the “Acquiror”). Capitalized terms not defined herein shall have the meanings set forth in the Stock Purchase Agreement, dated as of August 15, 2016 (as amended, modified or supplemented from time to time in accordance with its terms, including by the First Amendment thereto, dated December 29, 2016, the “Purchase Agreement”), by and between the Parent and the Acquiror.

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