Common use of Retirement Benefit Clause in Contracts

Retirement Benefit. (i) In consideration of the Executive's past services to the Company, the Executive shall be entitled to a retirement benefit, payable monthly for his life, in an amount equal to 50 percent of his highest monthly Base Salary during the Employment Term. Such payments shall commence on the first day of the month coincident with or next following the later of the Executive's attainment of age 58 or the end of the Employment Term (the "Commencement Date"); provided, however, that if the Employment Term terminates prior to his attainment of age 58, the Executive may elect by written notice to the Company to have such payments commence on the first day of any month after such termination of employment (the "Early Commencement Date") in a monthly amount equal to the monthly amount that the Executive would have received at the Commencement Date, reduced by one-third of one percent (.33%) per month for each month by which the Early Commencement Date precedes the Commencement Date. The amount of each payment hereunder shall be increased on each January 1 following the Early Commencement Date or Commencement Date, as applicable, by an amount determined by multiplying the amount of each monthly payment made in the preceding year by the percentage increase, if any, in the cost of living from the preceding January 1, as reflected by the Consumer Price Index. The Executive's election to have his retirement benefit payments commence on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive in accordance with Section 4 hereof. The retirement benefit shall be an unconditional, but unsecured, general credit obligation of the Company to the Executive, and nothing contained in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust of any kind between the Company and the Executive. The Executive shall have no right, title or interest whatever in or to any investments which the Company may make (including, but not limited to, an insurance policy on the life of the Executive) to aid it in meeting its obligations hereunder. (ii) From time to time, the Company shall make such contributions to the trust established under the Trust Agreement dated as of December 18, 1986 (the "1986 Trust") between the Company, as grantor, and Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit to the Executive as provided in clause (i) of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereof.

Retirement Benefit. (ia) In consideration Upon any retirement by the Executive from the employ of the Executive's past services to the CompanyBank on or after his Target Retirement Date which constitutes a Separation from Service (as defined herein), the Executive shall be entitled to a receive from the Bank an annual supplemental retirement benefitbenefit equal to $120,000 (the "Supplemental Retirement Benefit"), payable monthly in equal annual installments for his life, in an amount equal to 50 percent of his highest monthly Base Salary during the Employment Termten (10) consecutive years. Such The annual installment payments shall commence begin on the first day of the month coincident with or calendar quarter next following the later Executive's Separation from Service and shall continue thereafter on each annual anniversary of the first installment payment date hereunder until a total of ten (10) such payments have been made, subject to Section 2(b) below. For purposes hereof, a "Separation from Service" shall mean a termination or reduction of the Executive's attainment services (whether as an employee or as an independent contractor) to the Corporation and the Bank for any reason other than death. Whether a Separation from Service has occurred shall be determined in accordance with the requirements of age 58 or the end Section 409A of the Employment Term Code based on whether the facts and circumstances indicate that the Bank (and any affiliated entities of the "Commencement Date"); providedBank that are treated as a single employer under Section 414(b) of the Code) and the Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period. (b) Notwithstanding any provision of this Agreement to the contrary, however, that if the Employment Term terminates prior Executive is considered a Specified Employee (as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder) at the time of the Executive's Separation from Service, benefit distributions that are made as a result of the Separation from Service may not be made or commence earlier than six (6) months after the date of such Separation from Service. Therefore, in the event this Section 2(b) is applicable to his attainment of age 58the Executive, any distribution which would otherwise be paid to the Executive may elect by written notice within the first six months following the Separation from Service shall be accumulated and paid to the Company to have such payments commence Executive in a lump sum on the first day of any the seventh month after such termination of employment (following the "Early Commencement Date") in a monthly amount equal to the monthly amount that the Executive would have received at the Commencement Date, reduced by one-third of one percent (.33%) per month for each month by which the Early Commencement Date precedes the Commencement DateSeparation from Service. The amount of each payment hereunder Any subsequent annual installments shall be increased on each January 1 following the Early Commencement Date or Commencement Date, as applicable, by an amount determined by multiplying the amount of each monthly payment made in the preceding year by the percentage increase, if any, in the cost of living from the preceding January 1, as reflected by the Consumer Price Index. The Executive's election to have his retirement benefit payments commence paid on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive in accordance with Section 4 hereof. The retirement benefit shall be an unconditional, but unsecured, general credit obligation annual anniversary date of the Company to date the Executive, and nothing contained in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust of any kind between the Company and the Executive. The Executive shall have no right, title or interest whatever in or to any investments which the Company may make (including, but not limited to, an insurance policy on the life of the Executive) to aid it in meeting its obligations hereunderfirst payment was actually paid. (ii) From time to time, the Company shall make such contributions to the trust established under the Trust Agreement dated as of December 18, 1986 (the "1986 Trust") between the Company, as grantor, and Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit to the Executive as provided in clause (i) of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereof.

Retirement Benefit. (i) In consideration of the Executive's past services to the Company, A. If the Executive shall be entitled to a remains employed, continuously, by the Bank until his Normal Retirement Age, he shall, upon his termination of employment for any reason other than Cause, receive an annual retirement benefitbenefit of thirty-four thousand, nine hundred and fifteen dollars ($34,915) payable in 12 equal monthly for his life, in an amount equal to 50 percent of his highest monthly Base Salary during the Employment Term. Such payments shall commence installments commencing on the first day of the calendar month coincident with or next following the later date of the Executive's attainment his termination of age 58 or the end of the Employment Term (the "Commencement Date"); provided, however, that if the Employment Term terminates prior to his attainment of age 58, the Executive may elect by written notice to the Company to have such payments commence employment and ending on the first day of the calendar month of his death. B. Upon any month after such termination of Executive's employment (with the "Early Commencement Date") Bank prior to his Normal Retirement Age for any reason other than Cause, Executive shall be entitled to an annual retirement benefit payable in a 12 equal monthly installments commencing on the first day of the calendar month following his Normal Retirement Age, should he survive to his Normal Retirement Age, and ending on the first day of the calendar month of his death. The amount of the annual retirement benefit payable pursuant to this Section C shall be equal to the monthly amount that annual retirement benefit set forth in Section B, above, multiplied by a fraction, the numerator is the number of whole years of the Executive's service with the Company prior to his termination of employment, and the denominator of which is the number of whole years of service which the Executive would have received at the Commencement Datecompleted had he remained employed, reduced by one-third of one percent (.33%) per month for each month by which the Early Commencement Date precedes the Commencement Date. The amount of each payment hereunder shall be increased on each January 1 following the Early Commencement Date or Commencement Date, as applicablecontinuously, by an amount determined by multiplying the Company until his Normal Retirement Age. C. In addition to the retirement benefit payable to the Executive pursuant to this Article, the Executive shall also receive, contemporaneously with each monthly installment of such retirement benefit, a tax allowance sufficient to compensate Executive for his federal and state income, employment and excise tax liabilities attributable to the retirement benefit and the tax allowance. In computing the tax allowance, the amount of each monthly payment made in installment of the preceding year by the percentage increase, if any, in the cost of living from the preceding January 1, as reflected by the Consumer Price Index. The Executive's election to have his retirement benefit payments commence on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive in accordance with Section 4 hereof. The retirement benefit shall be an unconditionalmultiplied by a tax allowance percentage ("TAP"). The TAP shall be determined as follows: TAP = Tax Rate / (1 - Tax Rate) For this purpose, but unsecured, general credit obligation the "Tax Rate" for purposes of computing the TAP shall be the sum of the Company to highest marginal federal and state income, employment and excise tax rates provided by law for the Executive, and nothing contained calendar year in this Agreement, and no action taken which the payments pursuant to it, shall create or be construed this Article are subject to create a trust of any kind between the Company and the Executive. The Executive shall have no right, title or interest whatever in or to any investments which the Company may make (including, but not limited to, an insurance policy on the life of the Executive) to aid it in meeting its obligations hereundersuch taxes. (ii) From time to time, the Company shall make such contributions to the trust established under the Trust Agreement dated as of December 18, 1986 (the "1986 Trust") between the Company, as grantor, and Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit to the Executive as provided in clause (i) of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereof.

Retirement Benefit. (i) During the Employment Period, the Executive shall participate in Enterprise's Pension Plan, and also in Enterprise's Limited Supplemental Benefits Plan ("Limited Plan"), Mid-Career Hire Plan, Reinstatement Plan and such other supplemental executive retirement plans as may be adopted and amended by Enterprise from time to time ("SERPs"), applicable to persons employed prior to January 1, 1996, such that the aggregate value of the retirement benefits that he and his beneficiaries will receive under all pension benefit plans of the Company (whether qualified or not) will not be less than the benefits he would have received had he continued to participate in such plans, as in effect immediately before the date hereof through the earlier of the end of the Employment Period or Retirement. It is agreed that the Retention Award and any dividends or other distributions in respect of the Retention Award shall not be included in any pension calculation. The Executive's right to retire shall be governed by the Enterprise Pension Plan ("Retirement"). (ii) In consideration recognition of the Executive's past services to prior work experience, upon completion of five years of service with the Company, the Executive shall be entitled to a fifteen additional years of credited service in determining his pension benefit and eligibility for retirement benefit, payable monthly for his life, in an amount equal to 50 percent of his highest monthly Base Salary during under the Employment Term. Such payments shall commence on the first day of the month coincident with or next following the later of the Executive's attainment of age 58 or the end of the Employment Term (the "Commencement Date"); provided, however, that if the Employment Term terminates prior to his attainment of age 58, the Executive may elect by written notice to the Company to have such payments commence on the first day of any month after such termination of employment (the "Early Commencement Date") in a monthly amount equal to the monthly amount that the Executive would have received at the Commencement Date, reduced by one-third of one percent (.33%) per month for each month by which the Early Commencement Date precedes the Commencement Date. The amount of each payment hereunder shall be increased on each January 1 following the Early Commencement Date or Commencement Date, as applicable, by an amount determined by multiplying the amount of each monthly payment made in the preceding year by the percentage increase, if any, in the cost of living from the preceding January 1, as reflected by the Consumer Price Index. The Executive's election to have his retirement benefit payments commence on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive in accordance with Section 4 hereof. The retirement benefit shall be an unconditional, but unsecured, general credit obligation of the Company to the Executive, and nothing contained in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust of any kind between the Company and the ExecutivePension Plan. The Executive shall have no right, title or interest whatever in or be entitled to any investments which an additional five years of credited service for pension calculation purposes if he retires from the Company may make (including, but not limited to, an insurance policy on the life of the Executive) to aid it in meeting its obligations hereunderbetween ages 60 and 65. (iiiii) From time to timeCommencing upon completion of five years of service, the Company Executive shall make such contributions be a participant in and entitled to the trust established a benefit under the Trust Agreement dated as Limited Plan of December 18, 1986 (the "1986 Trust") between the Company, regardless of whether he is entitled to an immediately payable pension under the Enterprise Pension Plan; provided that any benefit under the Limited Plan shall commence and be paid at the same time as grantorany pension benefit under the Enterprise Pension Plan. (iv) In the event, subsequent to a Change in Control, the Executive's employment is terminated during the first five years of employment by the Company without Cause or by the Executive for Good Reason, the Executive shall be entitled to a benefit calculated in accordance with the Limited Plan using 35% as the multiplier against the Executive's Compensation as defined in the Limited Plan, and Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit subject to the Executive as provided in clause (i) terms and conditions of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereofthe Limited Plan, with the benefit commencing at age 65.

Retirement Benefit. (i) In consideration of the Executive's past services to the Company, the Executive shall be entitled to a retirement benefit, payable monthly for his life, in an amount equal to 50 60 percent of his highest monthly Base Salary during the Employment Term. Such payments shall commence on the first day of the month coincident with or next following the later of the Executive's attainment of age 58 or the end of the Employment Term (the "Commencement Date"); provided, however, that if the Employment Term terminates prior to his attainment of age 58, the Executive may elect by written notice to the Company to have such payments commence on the first day of any month after such termination of employment (the "Early Commencement Date") in a monthly amount equal to the monthly amount that the Executive would have received at the Commencement Date, reduced by one-third of one percent (.33%) per month for each month by which the Early Commencement Date precedes the Commencement Date. The amount of each payment hereunder shall be increased on each January 1 following the Early Commencement Date or Commencement Date, as applicable, by an amount determined by multiplying the amount of each monthly payment made in the preceding year by the percentage increase, if any, in the cost of living from the preceding January 1, as reflected by the Consumer Price Index. The Executive's election to have his retirement benefit payments commence on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive in accordance with Section 4 hereof. The retirement benefit shall be an unconditional, but unsecured, general credit obligation of the Company to the Executive, and nothing contained in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust of any kind between the Company and the Executive. The Executive shall have no right, title or interest whatever in or to any investments which the Company may make (including, but not limited to, an insurance policy on the life of the Executive) to aid it in meeting its obligations hereunder. (ii) From time to time, the Company shall make such contributions to the trust established under the Trust Agreement dated as of December 18, 1986 (the "1986 Trust") between the Company, as grantor, and Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit to the Executive as provided in clause (i) of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereof.

Retirement Benefit. (i) In consideration of the Executive's past services to the Company, the Executive shall be entitled to a retirement benefit, payable monthly for his life, in an amount equal to 50 percent of his highest monthly Base Salary during the Employment Term. Such payments shall commence on the first day of the month coincident with or next following the later of the Executive's attainment of age 58 or the end of the Employment Term (the "Commencement Date"); provided, however, that if the Employment Term terminates prior to his attainment of age 58, the Executive may elect by written notice to the Company to have such payments commence on the first day of any month after such termination of employment (the "Early Commencement Date") in a monthly amount equal to the monthly amount that the Executive would have received at the Commencement Date, reduced by one-third of one percent (.33%) per month for each month by which the Early Commencement Date precedes the Commencement Date. The amount of each payment hereunder shall be increased on each January 1 following the Early Commencement Date or Commencement Date, as applicable, by an amount determined by multiplying the amount of each monthly payment made in the preceding year by the percentage increase, if any, in the cost of living from the preceding January 1, as reflected by the Consumer Price Index. The Executive's election to have his retirement benefit payments commence on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive in accordance with Section 4 hereof. The retirement benefit shall be an unconditional, but unsecured, general credit obligation of the Company to the Executive, and nothing contained in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust of any kind between the Company and the Executive. The Executive shall have no right, title or interest whatever in or to any investments which the Company may make (including, but not limited to, an insurance policy on the life of the Executive) to aid it in meeting its obligations hereunder. (ii) From time to time, the Company shall make such contributions to the trust established under the Trust Agreement dated as of December 18, 1986 (the "1986 Trust") between the Company, as grantor, and Wi▇▇Will▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as ▇▇ successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit to the Executive as provided in clause (i) of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereof.

Retirement Benefit. (i) In consideration of the Executive's past services Subject to the Companyterms and conditions of this Agreement, the Executive shall be entitled to an annual “Retirement Benefit”, paid annually as of each January 1, beginning January 1, 2009 or, if earlier, the January 1 following the date on which the Executive’s employment with Axis and its affiliates terminates for any reason (his “Termination Date”) and continuing through the tenth anniversary of such January 1 (the “Payment Period”) such that the Executive receives a retirement benefit, total of ten annual payments hereunder. Each annual payment shall be made as soon as practicable following the applicable January 1. The amount of the Retirement Benefit payable monthly to the Executive for his life, in an amount any year during the Payment Period shall be equal to 50 percent the “Applicable Amount” determined in accordance with Exhibit A hereto, which Exhibit A is incorporated into and forms a part of his highest monthly Base Salary during the Employment Term. Such payments shall commence on the first day of the month coincident with or next following the later of the Executive's attainment of age 58 or the end of the Employment Term (the "Commencement Date")this Agreement; provided, however, that if the Employment Term terminates Executive’s Termination Date occurs prior to December 31, 2008, the amount of his attainment Retirement Benefit for any year during the Payment Period shall be equal to (a) the product of age 58the “Base Pension Amount” for such year determined in accordance with Exhibit A hereto multiplied by the Vesting Percentage determined in accordance with the following schedule as of his Termination Date, minus (b) the “Offset Amount” determined in accordance with Exhibit A hereto: Prior to December 31, 2006 0 % On or after December 31, 2006 and prior to December 31, 2007 50 % On or after December 31, 2007 and prior to December 31, 2008 75 % On or after December 31, 2008 100 % Notwithstanding the foregoing, if the Executive’s Termination Date occurs prior to December 31, 2008 on account of death, Disability (as defined in the AXIS Capital Holdings Limited 2003 Long-Term Equity Compensation Plan) or if a Change in Control (as defined in the Service Agreement) occurs prior to December 31, 2008, the Executive may elect by written notice to the Company to have such payments commence on the first day of any month after such termination of employment (the "Early Commencement Date") in a monthly amount equal to the monthly amount that the Executive would have received at the Commencement Date, reduced by one-third of one percent (.33%) per month for each month by which the Early Commencement Date precedes the Commencement Date. The amount of each payment hereunder shall be increased on each January 1 following the Early Commencement Date or Commencement Date, as applicable, by an amount determined by multiplying the amount of each monthly payment made fully vested in the preceding year by the percentage increase, if any, in the cost of living from the preceding January 1, as reflected by the Consumer Price Index. The Executive's election to have his retirement benefit payments commence on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive in accordance with Section 4 hereof. The retirement benefit shall be an unconditional, but unsecured, general credit obligation of the Company to the Executive, and nothing contained in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust of any kind between the Company and the ExecutiveRetirement Benefit hereunder. The Executive shall forfeit, and have no right, title or interest whatever in or to any investments which the Company may make (including, but not limited rights to, an insurance policy any portion of any Retirement Benefit which is not fully vested on his Termination Date or otherwise in accordance with the life of the Executive) to aid it in meeting its obligations hereunder. (ii) From time to time, the Company shall make such contributions to the trust established under the Trust Agreement dated as of December 18, 1986 (the "1986 Trust") between the Company, as grantor, and Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit to the Executive as provided in clause (i) foregoing provisions of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereof1.

Retirement Benefit. (a) The Company will establish a bookkeeping account (the "Account") in the name of Executive and will credit $27,750.00 to the Account (the "Allocation") on or before September 24, 1997 and on April 1 in 1998 and each succeeding year (the "Allocation Dates") until the earlier of (i) In consideration the date of the termination of Executive's past services employment with the Company and (ii) April 1, 2010. The Company will maintain the Account until it is paid out in full pursuant to the CompanyParagraphs 2(b) or (c) or terminated pursuant to Paragraph 2(a). During this time period, the Executive shall will not be entitled to a retirement benefit, payable monthly for his life, in an amount equal to 50 percent of his highest monthly Base Salary during the Employment Term. Such payments shall commence taxed on the first deferred compensation or on the growth. (b) Earnings and losses will be credited to the Account quarterly on the last day of September, December, March and June of each year during which the month coincident with or next following Account is maintained (each such date is referred to as a "Valuation Date"), determined as though the later of Account were invested in such mutual funds as Executive and the Executive's attainment of age 58 or the end of the Employment Term Company agree in writing (the "Commencement DateReference Funds") and in such percentages among such funds as is specified in writing by Executive from time to time. (i) On the first Valuation Date (September 30, 1997); provided, however, that if the Employment Term terminates prior to his attainment of age 58, the Executive may elect by written notice to the Company to have such payments commence earnings and losses will be calculated on the first day initial Allocation. On subsequent Valuation Dates, earnings and losses will be calculated on the Account balance determined as of any month after such termination of employment (the "Early Commencement Date") in a monthly amount equal to the monthly amount that the Executive would have received at the Commencement preceding Valuation Date, reduced by one-third of one percent (.33%) per month for each month by which together, in the Early Commencement Date precedes the Commencement Date. The amount case of each payment hereunder shall be increased on each January 1 following the Early Commencement Date or Commencement June 30 Valuation Date, as applicable, by an amount determined by multiplying with the amount of each monthly payment made in any annual Allocation credited during the preceding year by the percentage increase, if any, in the cost of living from the preceding January 1, as reflected by the Consumer Price Index. The Executive's election to have his retirement benefit payments commence on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive in accordance with Section 4 hereof. The retirement benefit shall be an unconditional, but unsecured, general credit obligation of the Company to the Executive, and nothing contained in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust of any kind between the Company and the Executive. The Executive shall have no right, title or interest whatever in or to any investments which the Company may make (including, but not limited to, an insurance policy on the life of the Executive) to aid it in meeting its obligations hereunderquarter. (ii) From time Any change in percentage allocations among the Reference Funds may be made by Executive, to timebe effective as of the next following Valuation Date, so long as a change in election form is received by the Company shall make Company's Chief Financial Officer at least five days prior to such contributions Valuation Date. Any such change will apply to the trust established under total balance of the Trust Agreement dated as Account determined at such Valuation Date and to all subsequent Allocations and valuations of December 18, 1986 (the "1986 Trust") between the Company, as grantor, and Wi▇▇▇▇▇ ▇Account until a further change in election is made in such manner. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit to the Executive as provided in clause (i) of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereofNo more than one change may be made during each calendar year.

Retirement Benefit. Upon a Participant’s Normal Benefit Date, the Company shall make payments as the Retirement Benefit provided in Section 4.1 hereof from the Participant’s Account in one of the following forms, as elected by the Participant: (i) In consideration of the Executive's past services to the Company, the Executive shall be entitled to a retirement benefit, payable in annual or monthly for his life, in an amount equal to 50 percent of his highest monthly Base Salary during the Employment Term. Such payments shall commence installments commencing on the first day of the month Valuation Date coincident with or next following the later of the Executive's attainment of age 58 or the end of the Employment Term (the "Commencement Date"); provided, however, that if the Employment Term terminates prior Participant’s Normal Benefit Date and payable over a period not to his attainment of age 58, the Executive may elect by written notice to the Company to have such payments commence on the first day of any month after such termination of employment (the "Early Commencement Date") in a monthly amount equal to the monthly amount that the Executive would have received at the Commencement Date, reduced by one-third of one percent (.33%) per month for each month by which the Early Commencement Date precedes the Commencement Date. The amount of each payment hereunder shall be increased on each January 1 following the Early Commencement Date or Commencement Dateexceed 30 years, as applicable, elected by an amount determined by multiplying the Participant; the amount of each monthly installment to be calculated using such reasonable annuity payment made in the preceding year by the percentage increase, if any, in the cost of living from the preceding January 1, calculation methods as reflected by the Consumer Price Index. The Executive's election to have his retirement benefit payments commence on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive in accordance with Section 4 hereof. The retirement benefit shall be an unconditional, but unsecured, general credit obligation of the Company shall determine from time to the Executive, and nothing contained in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust of any kind between the Company and the Executive. The Executive shall have no right, title or interest whatever in or to any investments which the Company may make (including, but not limited to, an insurance policy on the life of the Executive) to aid it in meeting its obligations hereunder.time; (ii) From in a single lump sum equal to the value of the Participant’s Account on the Valuation Date coincident with or next following the date of payment specified in his/her Agreement (which date shall be before the fifteenth (15th) anniversary of the Participant’s Normal Benefit Date); (iii) (A) in a single lump sum equal to a percentage, elected by the Participant, of the value of the Participant’s Account on the Valuation Date coincident with or next following the Participant’s Normal Benefit Date, followed by (B) annual or monthly installments commencing on the next succeeding Valuation Date and payable over a period not to exceed thirty (30) years, as elected by the Participant; the amount of each installment to be calculated by the Company using such reasonable annuity payment calculation methods as the Company shall determine from time to time; or (iv) (A) annual or monthly installments commencing on the Valuation Date coincident with or next following the Participant’s Normal Benefit Date and payable over a period not to exceed twenty-eight (28) years, as elected by the Participant, followed by (B) a single lump sum equal to a percentage, elected by the Participant, of the value of the Participant’s Account on the Valuation Date coincident with or next following the Participant’s Normal Benefit Date; the amount of each installment to be calculated by the Company using such reasonable annuity payment calculation methods as the Company shall make such contributions determine from time to time. In the event that the Participant dies prior to the trust established under payment of all amounts credited to his/her Account, the Trust Agreement dated remainder of the Account shall be paid to his/her Beneficiary either (1) at the same time and in the same manner as of December 18, 1986 (the "1986 Trust") between the Company, as grantor, and Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit Account would have been paid to the Executive as provided Participant had he/she lived, or (2) if elected by the Participant in a written instrument filed with the Committee prior to the Participant’s death or in such Participant’s will, in a lump sum on the Valuation Date coincident with or next following the date of the Participant’s death. A Participant may at any time elect to change his/her election to any other election permitted under this clause (ia). Such request shall be made in a written instrument filed with the Committee. Not more than three (3) such changes of election may be made by any Participant. Unless the Committee, in its sole and absolute discretion, shall determine otherwise, no such change of election shall be effective if the triggering event for distribution to such Participant under this Section 3(cPlan has already occurred, or occurs within one (1) and clauses (ii) and (iii) year of Section 5(a) hereofthe date of such change of election; unless the triggering event is the result of the death or disability of a Participant who, at the time such election was made, did not in good faith expect to die or become disabled within the next year.

Retirement Benefit. In consideration of Executive’s entering into and abiding by the commitments and obligations set forth in this Agreement, and provided Executive (i) In consideration signs and returns this Agreement on or before July 2, 2018, (ii) continues employment through the Retirement Date in accordance with the terms hereof, (iii) signs and returns the Additional Release of the Executive's past services to the Company, the Executive shall be entitled to a retirement benefit, payable monthly for his life, in an amount equal to 50 percent of his highest monthly Base Salary during the Employment Term. Such payments shall commence on the first day of the month coincident with or next following the later of the Executive's attainment of age 58 or the end of the Employment Term Claims attached hereto as Attachment A (the "Commencement Date"); “Additional Release”) on but not before the Retirement Date (provided, however, that if the Employment Term terminates prior to his attainment Retirement Date is fewer than twenty-one (21) days following the Receipt Date (as defined below), Executive must sign and return the Additional Release no earlier than the Retirement Date and no later than the 22nd day after the Receipt Date) and does not timely revoke such Additional Release, and (iv) complies with the terms of age 58this Agreement, the Additional Release and the Restrictive Covenants Agreement, the Company will provide Executive may elect with the following retirement benefit (the “Retirement Benefit”): (i) each restricted stock award granted by written notice to the Company to have such payments commence Executive shall continue to vest and become free from repurchase, forfeiture provisions and restrictions on transfer during the three-year period following the Retirement Date (the “Three-Year Post-Retirement Period”) on the first day of any month after such termination of employment (the "Early Commencement Date") in a monthly amount equal same schedule and terms, and subject to the monthly amount that the Executive would have received at the Commencement Date, reduced by one-third of one percent (.33%) per month for each month by which the Early Commencement Date precedes the Commencement Date. The amount of each payment hereunder shall be increased on each January 1 following the Early Commencement Date or Commencement Datesame conditions, as applicable, by an amount determined by multiplying the amount of set forth in each monthly payment made in the preceding year by the percentage increase, if any, in the cost of living from the preceding January 1applicable restricted stock agreement, as reflected if Executive had continued to remain employed during the Three-Year Post-Retirement Period and (ii) each stock option granted by the Consumer Price Index. The Executive's election to have his retirement benefit payments commence on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive in accordance with Section 4 hereof. The retirement benefit shall be an unconditional, but unsecured, general credit obligation of the Company to Executive shall continue to vest and become exercisable during the ExecutiveThree-Year Post-Retirement Period on the same schedule and terms, and nothing contained subject to the same conditions, as set forth in this each applicable option agreement as if Executive had continued to remain employed during the Three-Year Post-Retirement Period and Executive shall have three months from the end of the Three-Year Post-Retirement Period to exercise any stock options that have vested and become exercisable as of such date. Executive agrees and acknowledges that by virtue of the extension of the post-termination exercise period for Executive’s stock options provided for in the previous sentence, any stock options that were intended to be “incentive stock options” under Section 422 of the Internal Revenue Code, as amended, shall, as of the Agreement Effective Date, be treated as, and taxable as, non-qualified stock options for all tax purposes. Other than the Retirement Benefit and Accrued Obligations, Executive will not be eligible for, nor shall he have a right to receive, any payments or benefits from the Company following the Retirement Date. For the avoidance of doubt, Executive acknowledges that he is not eligible for or entitled to receive any severance benefits pursuant to the Employment Agreement, and no action taken pursuant further acknowledges that he will not be eligible to it, shall create receive the Retirement Benefit (or be construed to create a trust of any kind between payments or benefits from the Company other than the Accrued Obligations) if he fails to timely enter into this Agreement and the Executive. The Executive shall have no right, title Additional Release or interest whatever in or to any investments which the Company may make (including, but not limited to, an insurance policy on the life of the Executive) to aid it in meeting its obligations hereunder. (ii) From time to time, the Company shall make such contributions if his employment is terminated for Cause prior to the trust established Retirement Date or if he fails to comply with his obligations under this Agreement or the Trust Agreement dated as of December 18, 1986 (the "1986 Trust") between the Company, as grantor, and Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit to the Executive as provided in clause (i) of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereofRestrictive Covenants Agreement.

Retirement Benefit. (ia) In consideration PEC shall pay the Employee the Employee's entire Deferred Compensation Account, at the request of Employee, upon the retirement of the Executive's past services to the Company, the Executive Employee from employment with PEC upon reaching age sixty-five (65). Such amount shall be entitled paid in three (3) equal annual payments, as adjusted to a retirement benefit, payable monthly for his life, in an amount equal to 50 percent of his highest monthly Base Salary reflect investment gains and losses during the Employment Term. Such payments shall commence on payout period, with the first day annual payment payable within thirty (30) days of the month coincident Employee reaching age sixty-five (65). (b) The Employee shall have the option, upon attaining age sixty-five (65), to elect to receive the entire Deferred Compensation Account, notwithstanding continued employment with or next following the later of the Executive's attainment of PEC after reaching age 58 or the end of the Employment Term sixty-five (the "Commencement Date"65); provided, however, that if the Employment Term terminates prior to his attainment of age 58, the Executive may elect by written notice to the Company to have such payments commence on the first day of any month after such termination of employment (the "Early Commencement Date") in a monthly amount equal to the monthly amount that the Executive would have received at the Commencement Date, reduced by one-third of one percent (.33%) per month for each month by which the Early Commencement Date precedes the Commencement Date. The amount of each payment hereunder shall be increased on each January 1 following the Early Commencement Date or Commencement Date, as applicable, by an amount determined by multiplying the amount of each monthly payment made in the preceding year by the percentage increase, if any, in the cost of living from the preceding January 1, as reflected by the Consumer Price Index. The ExecutiveEmployee's election to have his retirement benefit payments commence on receive the Early Commencement Date shall not affect the Company's obligation Deferred Compensation Account notwithstanding continued employment must be made in writing at least thirty (30) days prior to pay consulting fees to the Executive in accordance with Section 4 hereofEmployee reaching age sixty-five (65). The retirement benefit Such amount, if elected, shall be an unconditionalpaid in three (3) equal annual payments, but unsecuredas adjusted to reflect investment gains and losses during the payout period, general credit obligation with the first annual payment payable within thirty (30) days of the Company to employee reaching age sixty-five (65). Any such election under this subsection shall be irrevocable and shall result in the Executive, and nothing contained in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust termination of any kind between the Company and the Executive. The Executive shall have no right, title or interest whatever in or Employee's right to any investments which the Company may make (including, but not limited to, an insurance policy on the life of the Executive) to aid it in meeting its obligations further deferrals or PEC voluntary contributions hereunder. (iic) From The Employee shall have the option, upon attaining age fifty-five (55), to elect to receive the Employee's entire Deferred Compensation Account on the strict condition that said Employee completely retires from PEC and agrees, in writing, not to engage, for a period of five (5) years, directly or indirectly, individually or as an employee, partner, officer, director, stockholder (other than a Stockholder holding less than a five percent (5%) interest in stock of any corporation), advisor, consultant or in any other capacity whatsoever of or to any person, firm, partnership, corporation or other business which develops or markets products or services similar to those developed or marketed by PEC at any time to timeduring the twelve (12) months proceeding the Employee's early retirement, in any place or jurisdiction which PEC developed or marketed its products or services during the Company twelve (12) months proceeding the Employee's early retirement. If elected, such amount shall make such contributions to the trust established under the Trust Agreement dated as of December 18, 1986 be paid in three (the "1986 Trust"3) between the Companyequal annual payments, as grantoradjusted to reflect investment gains and losses during the payout period, and Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for with the discharge first annual payment payable within thirty (30) days of its obligation to pay the retirement benefit to the Executive as provided in clause employee reaching age fifty-five (i) of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereof55).

Retirement Benefit. (i) In consideration of the Executive's past services Subject to the Companyterms and conditions of this Agreement, the Executive shall be entitled to an annual “Retirement Benefit”, paid annually as of each January 1, beginning January 1, 2009 or, if earlier, the January 1 following the date on which the Executive’s employment with Axis and its affiliates terminates for any reason (his “Termination Date”) and continuing through the twentieth anniversary of such January 1 (the “Payment Period”) such that the Executive receives a retirement benefit, total of twenty annual payments hereunder. Each annual payment shall be made as soon as practicable following the applicable January 1. The amount of the Retirement Benefit payable monthly to the Executive for his life, in an amount any year during the Payment Period shall be equal to 50 percent the “Applicable Amount” determined in accordance with Exhibit A hereto, which Exhibit A is incorporated into and forms a part of his highest monthly Base Salary during the Employment Term. Such payments shall commence on the first day of the month coincident with or next following the later of the Executive's attainment of age 58 or the end of the Employment Term (the "Commencement Date")this Agreement; provided, however, that if the Employment Term terminates Executive’s Termination Date occurs prior to December 31, 2008, the amount of his attainment Retirement Benefit for any year during the Payment Period shall be equal to (a) the product of age 58the “Base Pension Amount” for such year determined in accordance with Exhibit A hereto multiplied by the Vesting Percentage determined in accordance with the following schedule as of his Termination Date, minus (b) the “Offset Amount” determined in accordance with Exhibit A hereto: Prior to December 31, 2006 0 % On or after December 31, 2006 and prior to December 31, 2007 50 % On or after December 31, 2007 and prior to December 31, 2008 75 % On or after December 31, 2008 100 % Notwithstanding the foregoing, if the Executive’s Termination Date occurs prior to December 31, 2008 on account of death, Disability (as defined in the AXIS Capital Holdings Limited 2003 Long-Term Equity Compensation Plan) or if a Change in Control (as defined in the Employment Agreement) occurs prior to December 31, 2008, the Executive may elect by written notice to the Company to have such payments commence on the first day of any month after such termination of employment (the "Early Commencement Date") in a monthly amount equal to the monthly amount that the Executive would have received at the Commencement Date, reduced by one-third of one percent (.33%) per month for each month by which the Early Commencement Date precedes the Commencement Date. The amount of each payment hereunder shall be increased on each January 1 following the Early Commencement Date or Commencement Date, as applicable, by an amount determined by multiplying the amount of each monthly payment made fully vested in the preceding year by the percentage increase, if any, in the cost of living from the preceding January 1, as reflected by the Consumer Price Index. The Executive's election to have his retirement benefit payments commence on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive in accordance with Section 4 hereof. The retirement benefit shall be an unconditional, but unsecured, general credit obligation of the Company to the Executive, and nothing contained in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust of any kind between the Company and the ExecutiveRetirement Benefit hereunder. The Executive shall forfeit, and have no right, title or interest whatever in or to any investments which the Company may make (including, but not limited rights to, an insurance policy any portion of any Retirement Benefit which is not fully vested on his Termination Date or otherwise in accordance with the life of the Executive) to aid it in meeting its obligations hereunder. (ii) From time to time, the Company shall make such contributions to the trust established under the Trust Agreement dated as of December 18, 1986 (the "1986 Trust") between the Company, as grantor, and Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit to the Executive as provided in clause (i) foregoing provisions of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereof1.

Retirement Benefit. The annual contribution under this Agreement equals the amount of any contributions otherwise allocable to the Defined Contribution Plan which would exceed the limitation under Code section 415(c)(1)(A) for any plan year and shall be allocated to the Deferred Compensation Account. The Deferred Compensation Account will be credited with the addition of interest, to be accrued during each quarter and to be credited to such Deferred Compensation Account on the first business day following the end of such quarter on the basis of the day weighted average balance in such Account during each quarter, at a rate equal to the higher of either (ia) the highest yield on any U.S. Government Treasury Constant Maturity on the first business day of the calendar year in which the interest is accrued, as reported in the Federal Reserve Statistical Release, or if such source is not available, such other comparable source as is available (the “Guaranteed Rate”), or, (b) the Prime Rate as published in The Wall Street Journal on the first business day of the calendar year in which the interest is accrued. The balance of the Deferred Compensation Account shall be the aggregate fair market value of the assets allocated to and held in the Account. Upon the Separation from Service of Executive for any reason, Company will pay to Executive, in the form hereinafter provided, his Deferred Compensation Account. The Deferred Compensation Account shall be paid, pursuant to the Executive’s election, in a lump sum or in annual installments over a period of five (5) or ten (10) years. The Executive’s election shall be made in writing upon execution of this Plan document. In consideration the absence of an election by the Executive at the time of execution of this Plan document, payment of the Deferred Compensation Account shall be in a lump sum. Payment of the Deferred Compensation Account will commence within ninety (90) days following the Executive’s Separation from Service. During the period that installment payments are made (if any), the Executive’s Deferred Compensation account shall be credited with interest. Installment payments (if applicable) made after the first payment shall be paid on or about the applicable modal anniversary of the first payment date until all required installments have been paid. The amount of each payment shall be determined by dividing the value of the Deferred Compensation Account immediately prior to such payment by the number of payments remaining to be paid. The final installment payment shall be equal to the balance of the Deferred Compensation Account, calculated as of the applicable modal anniversary. Notwithstanding the above, in the event the Executive is determined to be a specified employee” as such term is defined in Treasury Regulations §1.409A-1(i), then any monthly benefit otherwise payable on or before the date which is six (6) months after the Executive’s termination of employment date shall be delayed until the earlier of the Executive's past services to ’s date of death or the Company, the Executive shall be entitled to a retirement benefit, payable monthly for his life, in an amount equal to 50 percent of his highest monthly Base Salary during the Employment Term. Such payments shall commence on the first day of the month coincident with or next following the later of date which is six (6) months after the Executive's attainment ’s termination of age 58 or the end of the Employment Term (the "Commencement Date")employment date; provided, however, that if such delay is only required for benefits constituting nonqualified deferred compensation under Code Section 409A, and the Employment Term terminates prior delay will apply only to his attainment of age 58, the Executive may elect by written notice to the Company to have those benefits that are not exempt from Code Section 409A. Any such delayed payments commence on the first day of any month after such termination of employment (the "Early Commencement Date") shall be accumulated and paid in a monthly amount equal to the monthly amount that the Executive would have received at the Commencement Date, reduced by one-third of one percent (.33%) per month for each month by which the Early Commencement Date precedes the Commencement Date. The amount of each payment hereunder shall lump sum and payments thereafter will be increased on each January 1 following the Early Commencement Date or Commencement Date, made as applicable, by an amount determined by multiplying the amount of each monthly payment made in the preceding year by the percentage increase, if any, in the cost of living from the preceding January 1, as reflected by the Consumer Price Index. The Executive's election to have his retirement benefit payments commence on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive scheduled in accordance with Section 4 hereof. The retirement benefit shall be an unconditional, but unsecured, general credit obligation of the Company to the Executive, and nothing contained in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust of any kind between the Company and the Executive. The Executive shall have no right, title or interest whatever in or to any investments which the Company may make (including, but not limited to, an insurance policy on the life of the Executive) to aid it in meeting its obligations hereunder. (ii) From time to time, the Company shall make such contributions to the trust established under the Trust Agreement dated as of December 18, 1986 (the "1986 Trust") between the Company, as grantor, and Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit to the Executive as provided in clause (i) of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereof3.1.

Retirement Benefit. (i) In consideration The Company agrees that, from and after the retirement of the Executive's past services Employee from the service of the Company upon reaching his or her Early Retirement Date or Normal Retirement Date, the Company shall thereafter pay as a retirement benefit (“Retirement Benefit”) to the CompanyEmployee in the amount of the Employee’s entire Accrued Benefit in equal monthly installments for one hundred twenty (120) consecutive months, the Executive shall be entitled to a retirement benefit, payable monthly for his life, in an amount equal to 50 percent of his highest monthly Base Salary during the Employment Term. Such payments shall commence commencing on the first day of the calendar month coincident with or next immediately following the later of the Executive's attainment of age 58 or the end of the Employment Term (the "Commencement Date")Employee’s retirement; provided, provided however, that if the Employment Term terminates Employee may, at his or her sole option make one election, prior to the time benefit payments begin, to receive the Accrued Benefit in his attainment or her Retirement Account in a lump sum or equal monthly installment payments over a shorter period of age 58sixty (60) months, the Executive may elect to be designated by written notice him in writing (by delivery to the Company of a completed Exhibit D, or similar statement) than would otherwise apply, or in a single payment. The election referred to have in the preceding sentence must be made at least one year prior to the date benefit payments begin and shall be irrevocable. In the event of such payments commence election by the Employee, the first designated monthly payment or the single payment, whichever applies, shall be due and payable on the on the first day of the calendar month immediately following the Employee’s retirement. Monthly installment payments, if applicable, shall continue monthly thereafter, for the period designated by the Employee. Notwithstanding the foregoing provisions of this paragraph 6(a), the terms of this paragraph shall be administered with respect to Retirement Benefits commencing on and after January 1, 2002, by substituting equal annual installments for 10 years (or 5 years, if applicable), wherever reference is made to equal monthly installments of 120 months (or 60 months, if applicable). Such annual installments shall be made as soon as practicable after the first day of the calendar year beginning on or after the date of the Employee’s Retirement. With respect to Retirement Benefits that have already commenced payment inthe form of equal monthly installments prior to January 1, 2002, the remaining installments to be made in any month calendar year beginning on or after January 1, 2002 shall, instead, be made annually as soon as practicable after the first day of such termination of employment (the "Early Commencement Date") calendar year in a monthly an amount that is equal to the total of the monthly amount installments that the Executive would have received at been made under the Commencement Date, reduced by one-third preceding provisions of one percent (.33%) per month for each month by which the Early Commencement Date precedes the Commencement Date. The amount of each payment hereunder shall be increased on each January 1 following the Early Commencement Date or Commencement Datethis paragraph 6(a), as applicable, by an amount determined by multiplying the amount of each monthly payment made in the preceding year by the percentage increase, if any, in the cost of living from the preceding January 1, as reflected by the Consumer Price Index. The Executive's election effect prior to have his retirement benefit payments commence on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive in accordance with Section 4 hereof. The retirement benefit shall be an unconditional, but unsecured, general credit obligation of the Company to the Executive, and nothing contained in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust of any kind between the Company and the Executive. The Executive shall have no right, title or interest whatever in or to any investments which the Company may make (including, but not limited to, an insurance policy on the life of the Executive) to aid it in meeting its obligations hereunderamendment. (ii) From time to time, the Company shall make such contributions to the trust established under the Trust Agreement dated as of December 18, 1986 (the "1986 Trust") between the Company, as grantor, and Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit to the Executive as provided in clause (i) of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereof.

Retirement Benefit. (i) In consideration of the Executive's past services Subject to the Companyterms and conditions of this Agreement, the Executive shall be entitled to an annual “Retirement Benefit”, paid annually as of each January 1, beginning January 1, 2010 or, if earlier, the January 1 following the date on which the Executive’s employment with AXIS and its affiliates terminates for any reason (his “Termination Date”) and continuing through the tenth anniversary of such January 1 (the “Payment Period”) such that the Executive receives a retirement benefit, total of ten annual payments hereunder. Each annual payment shall be made as soon as practicable following the applicable January 1. The amount of the Retirement Benefit payable monthly to the Executive for his life, in an amount any year during the Payment Period shall be equal to 50 percent the “Applicable Amount” determined in accordance with Exhibit A hereto, which Exhibit A is incorporated into and forms a part of his highest monthly Base Salary during the Employment Term. Such payments shall commence on the first day of the month coincident with or next following the later of the Executive's attainment of age 58 or the end of the Employment Term (the "Commencement Date")this Agreement; provided, however, that if the Employment Term terminates Executive’s Termination Date occurs prior to December 31, 2008, the amount of his attainment Retirement Benefit for any year during the Payment Period shall be equal to (a) the product of age 58the “Base Pension Amount” for such year determined in accordance with Exhibit A hereto multiplied by the Vesting Percentage determined in accordance with the following schedule as of his Termination Date, minus (b) the “Offset Amount” determined in accordance with Exhibit A hereto: Prior to December 31, 2006 0 % On or after December 31, 2006 and prior to December 31, 2007 50 % On or after December 31, 2007 and prior to December 31, 2008 75 % On or after December 31, 2008 100 % Notwithstanding the foregoing, if the Executive’s Termination Date occurs prior to December 31, 2008 on account of death, Disability (as defined in the AXIS Capital Holdings Limited 2003 Long-Term Equity Compensation Plan) or if a Change in Control (as defined in the Service Agreement) occurs prior to December 31, 2008, the Executive may elect by written notice to the Company to have such payments commence on the first day of any month after such termination of employment (the "Early Commencement Date") in a monthly amount equal to the monthly amount that the Executive would have received at the Commencement Date, reduced by one-third of one percent (.33%) per month for each month by which the Early Commencement Date precedes the Commencement Date. The amount of each payment hereunder shall be increased on each January 1 following the Early Commencement Date or Commencement Date, as applicable, by an amount determined by multiplying the amount of each monthly payment made fully vested in the preceding year by the percentage increase, if any, in the cost of living from the preceding January 1, as reflected by the Consumer Price Index. The Executive's election to have his retirement benefit payments commence on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive in accordance with Section 4 hereof. The retirement benefit shall be an unconditional, but unsecured, general credit obligation of the Company to the Executive, and nothing contained in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust of any kind between the Company and the ExecutiveRetirement Benefit hereunder. The Executive shall forfeit, and have no right, title or interest whatever in or to any investments which the Company may make (including, but not limited rights to, an insurance policy any portion of any Retirement Benefit which is not fully vested on his Termination Date or otherwise in accordance with the life of the Executive) to aid it in meeting its obligations hereunder. (ii) From time to time, the Company shall make such contributions to the trust established under the Trust Agreement dated as of December 18, 1986 (the "1986 Trust") between the Company, as grantor, and Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit to the Executive as provided in clause (i) foregoing provisions of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereof1.

Retirement Benefit. During the Employment Term the Company shall contribute to the StanPlan A Executive Pension Scheme ("the Scheme"). The contributions shall be of such amount as is recommended by Standard Life with the objective of providing the Executive with the "Intended Benefits" on the assumption that the Executive will retire from employment with the Company on reaching age 65. For this purpose the Intended Benefits means: (i) In consideration 2/3rds of the Executive's past services final remuneration (subject to the Companyearnings cap enforced from time to time) increased in line with increases in the Retail Prices Index during the period of payment; and (ii) a widow's pension of 2/3rds of the Executive's entitlement, increased in line with increases in the Retail Prices Index during the period of payment. The current contribution is L2,222.40 monthly until the end of the current tax year. The first payment will be made in December 2000. The Company accepts that the Intended Benefits, by reference to which the contributions will be calculated, will increase each April in accordance with changes (if any) in the earnings cap. It is agreed that the Intended Benefits, by reference to which the contributions will be calculated, will not be guaranteed by the Scheme or the Company and that the Company will not be obliged to make contributions after the Employment Term ends. If the recommended contributions payable by the Company are significantly increased as a result of any investment option exercised by the Executive under the Scheme, the Executive shall be entitled to a retirement benefitexercise his options thereafter in such manner as the Company may reasonably agree. For the purpose of this paragraph, payable monthly for his life, the earnings cap means the "permitted maximum" as defined in an amount equal to 50 percent of his highest monthly Base Salary during the Employment Term. Such payments shall commence on the first day section 590C(2) of the month coincident with or next following the later of the Executive's attainment of age 58 or the end of the Employment Term (the "Commencement Date"); provided, however, that if the Employment Term terminates prior to his attainment of age 58, the Executive may elect by written notice to the Company to have such payments commence on the first day of any month after such termination of employment (the "Early Commencement Date") in a monthly amount equal to the monthly amount that the Executive would have received at the Commencement Date, reduced by one-third of one percent (.33%) per month for each month by which the Early Commencement Date precedes the Commencement Date. The amount of each payment hereunder shall be increased on each January 1 following the Early Commencement Date or Commencement Date, as applicable, by an amount determined by multiplying the amount of each monthly payment made in the preceding year by the percentage increase, if any, in the cost of living from the preceding January 1, as reflected by the Consumer Price IndexIncome and Corporation Taxes Act 1988. The Executive's election to have his retirement benefit payments commence on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive in accordance with Section 4 hereof. The retirement benefit shall be an unconditional, but unsecured, general credit obligation employment is contracted-out of the Company to the Executive, and nothing contained in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust of any kind between the Company and the Executive. The Executive shall have no right, title or interest whatever in or to any investments which the Company may make (including, but not limited to, an insurance policy on the life of the Executive) to aid it in meeting its obligations hereunder. (ii) From time to time, the Company shall make such contributions to the trust established under the Trust Agreement dated as of December 18, 1986 (the "1986 Trust") between the Company, as grantor, and Wi▇▇▇▇▇ ▇. State ▇▇▇▇▇▇▇▇s Related Pension Scheme. EMPLOYEE BENEFITS (all such benefits to be subject to the rules of the respective schemes) - Insured private company car and petrol, as successor trusteeits repair and parking. The car shall be of a type appropriate to the status of the Executive and of a monthly leasing cost of not more than L1,000. The Company will also provide a company driver to assist the Executive in the performance of his duties. - 30 days annual leave. - Category A private health cover for the Executive, his partner and children. - Four times fixed annual salary and Base Annual Variable Compensation death in service life cover. - During the term of the Executive's employment under this Agreement, the Company shall pay premiums to a permanent health insurance scheme of an amount to provide cover equal to two thirds of his fixed annual salary and Base Annual Variable Compensation payable from time to time pursuant to clause 4(a). This is on the understanding that the Company shall, pursuant to clause 5(a), not be entitled to serve notice of termination on grounds of disability during a sufficient reserve period when the Executive is entitled to payment under such a scheme, unless such a scheme provides for continuation of benefit notwithstanding such termination of employment. EXHIBIT B NON-QUALIFIED STOCK OPTION AGREEMENT Agreement dated as of ____________, 2000, between NTL INCORPORATED (the discharge "Company") and _________________ (the "Optionee"). The Optionee is presently serving as an officer or employee of its obligation to pay the retirement benefit Company or a subsidiary of the Company. In recognition of the Optionee's services to the Executive Company, the Board of Directors of the Company has authorized a grant of the option provided for in this Agreement. The grant of the option under this Agreement is made pursuant to, and is subject to the terms of, the NTL Incorporated 1998 Stock Option Plan as provided amended and restated (the "Plan"). Any capitalized term used herein and not defined has the meaning ascribed to it in clause (i) of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereof.the Plan. It is therefore agreed as follows:

Retirement Benefit. Within thirty (i30) In consideration of days following the Executive's past services to the CompanyBenefit Commencement Date, the Executive shall be entitled to a retirement benefit, payable monthly for his life, in an amount equal to 50 percent of his highest monthly Base Salary during the Employment Term. Such payments shall commence on paid the first day of the month coincident with or next following the later of the Executive's attainment of age 58 or the end of the Employment Term (the "Commencement Date"); providedannual Retirement Benefit, however, that if the Employment Term terminates prior to his attainment of age 58, the Executive may elect by written notice to the Company to have such payments commence on the first day of any month after such termination of employment (the "Early Commencement Date") in plus a monthly lump sum amount equal to the monthly amount accrued balance in the Make-up Account, if any. Thereafter, Executive shall be paid the annual Retirement Benefit on each anniversary of the Benefit Commencement Date for the remainder of his life. Upon Executive’s death, and if Executive’s spouse has not predeceased him, Executive’s spouse shall thereafter be entitled to receive, in lieu of the full Retirement Benefit that would have been payable to the Executive absent his death, fifty percent (50%) of the annual Retirement Benefit on each anniversary of the Benefit Commencement Date for the remainder of her life (and in the event that the Executive would have received at Benefit Commencement Date occurred as a result of Executive’s death, Executive’s spouse shall also receive within thirty (30) days following the Executive’s death a lump sum payment equal to the sum of (i) fifty percent (50%) of the annual Retirement Benefit and (ii) the accrued balance in the Make-up Account, if any). Notwithstanding the foregoing, within ten (10) business days following the Benefit Commencement Date, reduced by one-third Executive may elect for him and his spouse to receive, in lieu of the yearly Retirement Benefit set forth in this Section 2(a), an annual lifetime annuity benefit under a joint and survivor annuity based on the lives of Executive and his spouse that is the actuarial equivalent of one hundred percent (.33100%) per month for each month by which of the Early Commencement Date precedes yearly Retirement Benefits that would have otherwise been made to Executive and his spouse had no such election occurred. Notwithstanding anything herein to the Commencement Date. The amount of each payment hereunder shall be increased on each January 1 following the Early Commencement Date or Commencement Date, as applicable, by an amount determined by multiplying the amount of each monthly payment made in the preceding year by the percentage increase, if anycontrary, in the cost event the Benefit Commencement Date occurs as the result of living from a Change in Control, Executive shall receive within thirty (30) days of such Change in Control, in lieu of the yearly Retirement Benefits provided by this Section 2(a), a lump sum amount equal to the actuarial present value of one hundred percent (100%) of the yearly Retirement Benefits that would have otherwise been made to Executive following a Benefit Commencement Date that was not a Change in Control. The following actuarial assumptions shall be applied for purposes of the preceding January 1, as reflected by the Consumer Price Index. The Executive's election to have his retirement benefit payments commence two sentences: Mortality: Based on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive in accordance with Section 4 hereof. The retirement benefit shall be an unconditional, but unsecured, general credit obligation of the Company to the Executive, and nothing contained in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust of any kind between the Company and the Executive. The Executive shall have no right, title or interest whatever in or to any investments which the Company may make (including, but not limited to, an insurance policy on the life of the Executive) to aid it in meeting its obligations hereunder. (ii) From time to time, the Company shall make such contributions to the trust established mortality rates under the Trust Agreement dated as of December 18, 1986 1994 Uninsured Pensioner Mortality Table (the "1986 Trust"UP-94) between the Company, as grantor, and Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit to the Executive as provided in clause (i) of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereof.Interest Rate: 6%

Retirement Benefit. (i) In consideration 2.1 Upon the Termination of Employment of the Executive's past services to the CompanyEmployee, the Executive Employee shall be entitled to a retirement benefit, payable monthly for his life, in an amount equal to 50 percent the vested portion of his highest retirement benefit commencing on his Annuity Starting Date. 2.2 The Employee's fully vested retirement benefit paid in the Normal Form shall be 40% of Final Average Pay. 2.3 Instead of payment in the Normal Form, if the Employee's Termination of Employment occurs on or after his 65th birthday, the Employee may elect to receive the benefit in either of the following two Optional Forms: (a) As a Joint-and-Survivor Annuity, as follows: a monthly Base Salary during pension is paid to the Employment Term. Such payments shall commence Employee, commencing on his or her Annuity Starting Date, continuing on the first day of each following month, and terminating with the payment for the month coincident with or next following the later of the ExecutiveEmployee's attainment of age 58 or death; and if the end joint annuitant named by the Employee as of the Employment Term (Annuity Starting Date survives the "Commencement Date"); provided, however, that if the Employment Term terminates prior to his attainment of age 58Employee, the Executive may elect by written notice amount paid monthly to the Company Employee will be continued and paid to have such payments commence the joint annuitant on the first day of any each following month, terminating with the payment for the month after such termination of employment the joint annuitant's death. (the "Early Commencement Date"b) in As a 10-Years-Certain-and-Life Annuity, as follows: a monthly amount equal benefit is paid to the monthly amount that the Executive would have received at the Commencement Employee, commencing on his or her Annuity Starting Date, reduced by one-third continuing on the first day of one percent (.33%) per each following month, and terminating with the later of the payment for the month of the Employee's death or the month for each month by which the Early Commencement 120th monthly payment has been made. If the Employee dies prior to receiving 120 monthly payments, the remainder of the 120 payments are made to the Employee's Beneficiary, determined under Paragraph 1.3(a) of Article 1, above. 2.4 In every case the form of pension must be elected by the Employee prior to his or her Annuity Starting Date precedes and may not be changed thereafter. If the Commencement Date. The amount of each payment hereunder shall be increased on each January 1 following Employee makes no election prior to the Early Commencement Date or Commencement Annuity Starting Date, as applicable, by an amount determined by multiplying the amount of each monthly payment made in the preceding year by the percentage increase, if any, in the cost of living from the preceding January 1, as reflected by the Consumer Price Index. The Executive's election to have his retirement benefit payments commence on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive in accordance with Section 4 hereof. The retirement benefit shall be paid in the Normal Form. 2.5 The Employee's pension paid in an unconditional, but unsecured, general credit obligation of the Company Optional Form shall be Actuarially Equivalent to the Executive, and nothing contained pension paid in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust of any kind between the Company and the Executive. The Executive shall have no right, title or interest whatever in or to any investments which the Company may make (including, but not limited to, an insurance policy on the life of the Executive) to aid it in meeting its obligations hereunderNormal Form. (ii) From time to time, the Company shall make such contributions to the trust established under the Trust Agreement dated as of December 18, 1986 (the "1986 Trust") between the Company, as grantor, and Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit to the Executive as provided in clause (i) of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereof.

Retirement Benefit. The monthly retirement benefit amount payable by the Company under this Agreement shall equal (ia) In consideration the hypothetical monthly benefit, in the form of benefit elected under this Agreement, payable on the Determination Date under the Retirement Plan as if it had not been frozen effective July 31, 2015, less (b) the monthly Retirement Plan benefit, in the form of benefit elected under this Agreement, payable as of the Executive's past services Determination Date and less (c) the monthly annuity derived from the 2015 plan year contribution to the CompanyDefined Contribution Plan payable on the Determination Date, using generally accepted actuarial principles based on the elected form of benefit under this Agreement, and assuming no investment return on the 2015 contribution. The monthly benefit payable hereunder shall be paid, pursuant to the Executive’s election, from among the forms of benefit available under the Retirement Plan upon the later of age 55 and a Separation from Service. The Executive’s election shall be made in writing upon execution of this Plan document. In the event that the Executive has elected a joint and survivor form of benefit under this Agreement and there is no spouse on the Determination Date, the Executive elected form of benefit shall be entitled to payable in a retirement benefitsingle life annuity. If the form of benefit payable provides for a monthly annuity payment, such monthly benefit shall be payable monthly for his life, in an amount equal to 50 percent of his highest monthly Base Salary during by the Employment Term. Such payments shall commence Company on the first day of each calendar month beginning with the first day of the calendar month following the Executive’s Separation from Service through and including the month coincident with or next following the later of the Executive's attainment ’s death. Any lump sum payment shall be payable within ninety (90) days following the Executive’s Separation from Service. In the event the Executive is determined to be a “specified employee” as such term is defined in Treasury Regulations §1.409A-1(i), then any monthly benefit otherwise payable on or before the date which is six (6) months after the Executive’s termination of age 58 employment date shall be delayed until the earlier of the Executive’s date of death or the end date which is six (6) months after the Executive’s termination of the Employment Term (the "Commencement Date")employment date; provided, however, that if such delay is only required for benefits constituting nonqualified deferred compensation under Code Section 409A, and the Employment Term terminates prior delay will apply only to his attainment of age 58, the Executive may elect by written notice to the Company to have those benefits that are not exempt from Code Section 409A. Any such delayed payments commence on the first day of any month after such termination of employment (the "Early Commencement Date") shall be accumulated and paid in a monthly amount equal to the monthly amount that the Executive would have received at the Commencement Date, reduced by one-third of one percent (.33%) per month for each month by which the Early Commencement Date precedes the Commencement Date. The amount of each payment hereunder shall lump sum and payments thereafter will be increased on each January 1 following the Early Commencement Date or Commencement Date, made as applicable, by an amount determined by multiplying the amount of each monthly payment made in the preceding year by the percentage increase, if any, in the cost of living from the preceding January 1, as reflected by the Consumer Price Index. The Executive's election to have his retirement benefit payments commence on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive scheduled in accordance with Section 4 hereof. The retirement benefit shall be an unconditional, but unsecured, general credit obligation of the Company to the Executive, and nothing contained in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust of any kind between the Company and the Executive. The Executive shall have no right, title or interest whatever in or to any investments which the Company may make (including, but not limited to, an insurance policy on the life of the Executive) to aid it in meeting its obligations hereunder. (ii) From time to time, the Company shall make such contributions to the trust established under the Trust Agreement dated as of December 18, 1986 (the "1986 Trust") between the Company, as grantor, and Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit to the Executive as provided in clause (i) of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereof3.1.

Retirement Benefit. (i) In consideration of the Executive's past services to the Company, the Executive shall be entitled to a retirement benefit, payable monthly for his life, in an amount equal to 50 60 percent of his highest monthly Base Salary during the Employment Term. Such payments shall commence on the first day of the month coincident with or next following the later of the Executive's attainment of age 58 or the end of the Employment Term (the "Commencement Date"); provided, however, that if the Employment Term terminates prior to his attainment of age 58, the Executive may elect by written notice to the Company to have such payments commence on the first day of any month after such termination of employment (the "Early Commencement Date") in a monthly amount equal to the monthly amount that the Executive would have received at the Commencement Date, reduced by one-third of one percent (.33%) per month for each month by which the Early Commencement Date precedes the Commencement Date. The amount of each payment hereunder shall be increased on each January 1 following the Early Commencement Date or Commencement Date, as applicable, by an amount determined by multiplying the amount of each monthly payment made in the preceding year by the percentage increase, if any, in the cost of living from the preceding January 1, as reflected by the Consumer Price Index. The Executive's election to have his retirement benefit payments commence on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive in accordance with Section 4 hereof. The retirement benefit shall be an unconditional, but unsecured, general credit obligation of the Company to the Executive, and nothing contained in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust of any kind between the Company and the Executive. The Executive shall have no right, title or interest whatever in or to any investments which the Company may make (including, but not limited to, an insurance policy on the life of the Executive) to aid it in meeting its obligations hereunder. (ii) From time to time, the Company shall make such contributions to the trust established under the Trust Agreement dated as of December 18, 1986 (the "1986 Trust") between the Company, as grantor, and Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit to the Executive as provided in clause (i) of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereof.this

Retirement Benefit. Upon a Participant’s Normal Benefit Date, the Company shall make payments as the Retirement Benefit provided in Section 4.2 hereof from the Participant’s Account in one of the following forms, as elected by the Participant: (i) In consideration of the Executive's past services to the Company, the Executive shall be entitled to a retirement benefit, payable annual or monthly for his life, in an amount equal to 50 percent of his highest monthly Base Salary during the Employment Term. Such payments shall commence installments commencing on the first day of the month Valuation Date coincident with or next following the later of the Executive's attainment of age 58 or the end of the Employment Term (the "Commencement Date"); provided, however, that if the Employment Term terminates prior Participant’s Normal Benefit Date and payable over a period not to his attainment of age 58, the Executive may elect by written notice to the Company to have such payments commence on the first day of any month after such termination of employment (the "Early Commencement Date") in a monthly amount equal to the monthly amount that the Executive would have received at the Commencement Date, reduced by one-third of one percent (.33%) per month for each month by which the Early Commencement Date precedes the Commencement Date. The amount of each payment hereunder shall be increased on each January 1 following the Early Commencement Date or Commencement Dateexceed 30 years, as applicable, elected by an amount determined by multiplying the Participant; the amount of each monthly payment made in the preceding year installment to be calculated by the percentage increase, if any, in the cost of living from the preceding January 1, Company using such reasonable annuity payment calculation methods as reflected by the Consumer Price Index. The Executive's election to have his retirement benefit payments commence on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive in accordance with Section 4 hereof. The retirement benefit shall be an unconditional, but unsecured, general credit obligation of the Company shall determine from time to the Executive, and nothing contained in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust of any kind between the Company and the Executive. The Executive shall have no right, title or interest whatever in or to any investments which the Company may make (including, but not limited to, an insurance policy on the life of the Executive) to aid it in meeting its obligations hereunder.time; (ii) From In a single lump sum equal to the value of the Participant’s Account on the Valuation Date coincident with or next following the date of payment specified in his/her Agreement (which date shall be before the fifteenth (15th) anniversary of the Participant’s Normal Benefit Date; (iii) (A) in a single lump sum equal to a percentage, elected by the Participant, of the value of the Participant’s Account on the Valuation Date coincident with or next following the Participant’s Normal Benefit Date, followed by (B) annual or monthly installments commencing on the next succeeding Valuation Date and payable over a period not to exceed thirty (30) years, as elected by the Participant; the amount of each installment to be calculated by the Company using such reasonable annuity payment calculation methods as the Company shall determine from time to time; or (iv) (A) annual or monthly installments commencing on the Valuation Date coincident with or next following the Participant’s Normal Benefit Date and payable over a period not to exceed twenty-eight (28) years, as elected by the Participant, following by (B) a single lump sum equal to a percentage, elected by the Participant, of the value of the Participant’s Account on the Valuation Date coincident with or next following the Participant’s Normal Benefit Date; the amount of each installment to be calculated by the Company using such reasonable annuity payment calculation methods as the Company shall make such contributions determine from time to time. In the event that the Participant dies prior to the trust established under payment of all amounts credited to his/her Account, the Trust Agreement dated remainder of the Account shall be paid to his/her Beneficiary either (1) at the same time and in the same manner as of December 18, 1986 (the "1986 Trust") between the Company, as grantor, and Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit Account would have been paid to the Executive as provided Participant had he/she lived, or (2) if elected by the Participant in a written instrument filed with the Committee prior to the Participant’s death or in such Participant’s will, in a lump sum on the Valuation Date coincident with or next following the date of the Participant’s death. A Participant may at any time elect to change his/her election to any other election permitted under this clause (ia). Such request shall be made in a written instrument filed with the Committee. Not more than three such changes of election may be made by any Participant. Unless the Committee, in its sole and absolute discretion, shall determine otherwise, no such change of election shall be effective if the Termination of Service that constitutes the triggering event for distribution to such Participant has already occurred, or occurs within one (1) year of this Section 3(c) and clauses (ii) and (iii) the date of Section 5(a) hereofsuch change of election; unless the Termination of Service is the result of the death or disability of a Participant who, at the time such election was made, did not in good faith expect to die or become disabled within the next year.

Retirement Benefit. (i) In consideration of the Executive's past services Subject to the Companyterms and conditions of this Agreement, the Executive shall be entitled to an annual “Retirement Benefit”, paid annually as of each January 1, beginning January 1, 2009 or, if earlier, the January 1 following the date on which the Executive’s employment with AXIS and its affiliates terminates for any reason (his “Termination Date”) and continuing through the twentieth anniversary of such January 1 (the “Payment Period”) such that the Executive receives a retirement benefit, total of twenty annual payments hereunder. Each annual payment shall be made as soon as practicable following the applicable January 1. The amount of the Retirement Benefit payable monthly to the Executive for his life, in an amount any year during the Payment Period shall be equal to 50 percent the “Applicable Amount” determined in accordance with Exhibit A hereto, which Exhibit A is incorporated into and forms a part of his highest monthly Base Salary during the Employment Term. Such payments shall commence on the first day of the month coincident with or next following the later of the Executive's attainment of age 58 or the end of the Employment Term (the "Commencement Date")this Agreement; provided, however, that if the Employment Term terminates Executive’s Termination Date occurs prior to December 31, 2008, the amount of his attainment Retirement Benefit for any year during the Payment Period shall be equal to (a) the product of age 58the “Base Pension Amount” for such year determined in accordance with Exhibit A hereto multiplied by the Vesting Percentage determined in accordance with the following schedule as of his Termination Date, minus (b) the “Offset Amount” determined in accordance with Exhibit A hereto: Prior to December 31, 2006 0 % On or after December 31, 2006 and prior to December 31, 2007 50 % On or after December 31, 2007 and prior to December 31, 2008 75 % On or after December 31, 2008 100 % Notwithstanding the foregoing, if the Executive’s Termination Date occurs prior to December 31, 2008 on account of death, Disability (as defined in the AXIS Capital Holdings Limited 2003 Long-Term Equity Compensation Plan) or if a Change in Control (as defined in the Employment Agreement) occurs prior to December 31, 2008, the Executive may elect by written notice to the Company to have such payments commence on the first day of any month after such termination of employment (the "Early Commencement Date") in a monthly amount equal to the monthly amount that the Executive would have received at the Commencement Date, reduced by one-third of one percent (.33%) per month for each month by which the Early Commencement Date precedes the Commencement Date. The amount of each payment hereunder shall be increased on each January 1 following the Early Commencement Date or Commencement Date, as applicable, by an amount determined by multiplying the amount of each monthly payment made fully vested in the preceding year by the percentage increase, if any, in the cost of living from the preceding January 1, as reflected by the Consumer Price Index. The Executive's election to have his retirement benefit payments commence on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive in accordance with Section 4 hereof. The retirement benefit shall be an unconditional, but unsecured, general credit obligation of the Company to the Executive, and nothing contained in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust of any kind between the Company and the ExecutiveRetirement Benefit hereunder. The Executive shall forfeit, and have no right, title or interest whatever in or to any investments which the Company may make (including, but not limited rights to, an insurance policy any portion of any Retirement Benefit which is not fully vested on his Termination Date or otherwise in accordance with the life of the Executive) to aid it in meeting its obligations hereunder. (ii) From time to time, the Company shall make such contributions to the trust established under the Trust Agreement dated as of December 18, 1986 (the "1986 Trust") between the Company, as grantor, and Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit to the Executive as provided in clause (i) foregoing provisions of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereof1.

Retirement Benefit. Within thirty (i30) In consideration of days following the Executive's past services to the CompanyBenefit Commencement Date, the Executive shall be entitled to a retirement benefit, payable monthly for his life, in an amount equal to 50 percent of his highest monthly Base Salary during the Employment Term. Such payments shall commence on paid the first day of the month coincident with or next following the later of the Executive's attainment of age 58 or the end of the Employment Term (the "Commencement Date"); providedannual Retirement Benefit, however, that if the Employment Term terminates prior to his attainment of age 58, the Executive may elect by written notice to the Company to have such payments commence on the first day of any month after such termination of employment (the "Early Commencement Date") in plus a monthly lump sum amount equal to the monthly amount accrued balance in the Make-up Account, if any. Thereafter, Executive shall be paid the annual Retirement Benefit on each anniversary of the Benefit Commencement Date for the remainder of his life. Upon Executive’s death, and if Executive’s spouse has not predeceased him, Executive’s spouse shall thereafter be entitled to receive, in lieu of the full Retirement Benefit that would have been payable to the Executive absent his death, fifty percent (50%) of the annual Retirement Benefit on each anniversary of the Benefit Commencement Date for the remainder of her life (and in the event that the Executive would have received at Benefit Commencement Date occurred as a result of Executive’s death, Executive’s spouse shall also receive within thirty (30) days following the Executive’s death a lump sum payment equal to the sum of (i) fifty percent (50%) of the annual Retirement Benefit and (ii) the accrued balance in the Make-up Account, if any). Notwithstanding the foregoing, within ten (10) business days following the Benefit Commencement Date, reduced by one-third Executive may elect for him and his spouse to receive, in lieu of the yearly Retirement Benefit set forth in this Section 2(a), an annual lifetime annuity benefit under a joint and survivor annuity based on the lives of Executive and his spouse that is the actuarial equivalent of one hundred percent (.33100%) per month for each month by which of the Early Commencement Date precedes yearly Retirement Benefits that would have otherwise been made to Executive and his spouse had no such election occurred. Notwithstanding anything herein to the Commencement Date. The amount of each payment hereunder shall be increased on each January 1 following the Early Commencement Date or Commencement Date, as applicable, by an amount determined by multiplying the amount of each monthly payment made in the preceding year by the percentage increase, if anycontrary, in the cost event the Benefit Commencement Date occurs as the result of living from a Change in Control, Executive shall receive within thirty (30) days of such Change in Control, in lieu of the yearly Retirement Benefits provided by this Section 2(a), a lump sum amount equal to the actuarial present value of one hundred percent (100%) of the yearly Retirement Benefits that would have otherwise been made to Executive following a Benefit Commencement Date that was not a Change in Control. The following actuarial assumptions shall be applied for purposes of the preceding January 1, as reflected by the Consumer Price Index. The Executive's election to have his retirement benefit payments commence two sentences: Mortality: Based on the Early Commencement Date shall not affect the Company's obligation to pay consulting fees to the Executive in accordance with Section 4 hereof. The retirement benefit shall be an unconditional, but unsecured, general credit obligation of the Company to the Executive, and nothing contained in this Agreement, and no action taken pursuant to it, shall create or be construed to create a trust of any kind between the Company and the Executive. The Executive shall have no right, title or interest whatever in or to any investments which the Company may make (including, but not limited to, an insurance policy on the life of the Executive) to aid it in meeting its obligations hereunder. (ii) From time to time, the Company shall make such contributions to the trust established mortality rates under the Trust Agreement dated as of December 18, 1986 1994 Uninsured Pensioner Mortality Table (the "1986 Trust") between the Company, as grantor, and Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as successor trustee, to provide a sufficient reserve for the discharge of its obligation to pay the retirement benefit to the Executive as provided in clause (i) of this Section 3(c) and clauses (ii) and (iii) of Section 5(a) hereof.UP-94)