EXHIBIT 1.1 [_______________] SHARES AXIS CAPITAL HOLDINGS LIMITED COMMON SHARES, PAR VALUE $0.0125 PER SHARE UNDERWRITING AGREEMENTAxis Capital Holdings L • June 10th, 2003 • Fire, marine & casualty insurance • New York
CREDIT AGREEMENTCredit Agreement • April 16th, 2003 • Axis Capital Holdings L • Fire, marine & casualty insurance • New York
Exhibit 1.1 11,580,080 Shares AXIS CAPITAL HOLDINGS LIMITED COMMON SHARES, PAR VALUE $0.0125 PER SHARE UNDERWRITING AGREEMENT May 9, 2005Underwriting Agreement • May 12th, 2005 • Axis Capital Holdings LTD • Fire, marine & casualty insurance • New York
Exhibit 1.1 7,819,362 Shares AXIS CAPITAL HOLDINGS LIMITED COMMON SHARES, PAR VALUE $0.0125 PER SHARE UNDERWRITING AGREEMENT August 8, 2005Underwriting Agreement • August 10th, 2005 • Axis Capital Holdings LTD • Fire, marine & casualty insurance • New York
November 18, 2005 Citigroup Global Markets Inc. Morgan Stanley & Co. Incorporated, As Representatives of the several Underwriters named in Schedule I hereto, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Dear Sirs and...Underwriting Agreement • November 23rd, 2005 • Axis Capital Holdings LTD • Fire, marine & casualty insurance • New York
EXHIBIT 10.2 EMPLOYMENT AGREEMENT AGREEMENT, made and entered into as of November 20, 2001 (the "EFFECTIVE DATE") by and between Axis Specialty Limited, a Bermuda corporation (together with its successors and assigns, the "COMPANY"), and John R....Employment Agreement • June 10th, 2003 • Axis Capital Holdings L • Fire, marine & casualty insurance
Common Shares Par Value $0.0125 Per ShareAxis Capital Holdings LTD • November 21st, 2005 • Fire, marine & casualty insurance • New York
Executed Copy 1,850,000 Shares AXIS CAPITAL HOLDINGS LIMITED COMMON SHARES, PAR VALUE $0.0125 PER SHARE UNDERWRITING AGREEMENT August 17, 2005Underwriting Agreement • August 18th, 2005 • Axis Capital Holdings LTD • Fire, marine & casualty insurance • New York
AXIS SPECIALTY FINANCE LLC, Issuer AXIS CAPITAL HOLDINGS LIMITED, Guarantor AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee JUNIOR SUBORDINATED INDENTURE Dated as of December 10, 2019Indenture • December 11th, 2019 • Axis Capital Holdings LTD • Fire, marine & casualty insurance • New York
THIS INDENTURE, dated as of December 10, 2019, among AXIS SPECIALTY FINANCE LLC, a Delaware limited liability company (the “Issuer”), AXIS CAPITAL HOLDINGS LIMITED, an exempted company incorporated in Bermuda as a holding company (the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”),
AXIS Capital Holdings Limited Employee Restricted Stock Unit Agreement (Performance Vesting / 100% Stock Settled)Restricted Stock Unit Agreement • February 27th, 2024 • Axis Capital Holdings LTD • Fire, marine & casualty insurance
You (the “Participant”) have been granted an award of Restricted Stock Units (the “Award”) with a value based on ordinary shares, par value $0.0125 per share (“Shares”), of AXIS Capital Holdings Limited, a Bermuda company (the “Company”), pursuant to the AXIS Capital Holdings Limited 2017 Long-Term Equity Compensation Plan (the “Plan”). The date of grant of the Award (the “Award Date”), the vesting start date (the “Vesting Start Date”) and the base number of Restricted Stock Units subject to the Award (the “Target Number”) are as set forth in your restricted stock unit account maintained on the Morgan Stanley Benefit Access website or such other website as may be designated by the Compensation Committee of the Board of Directors of AXIS Capital Holdings Limited (the “Committee”). The actual number of Restricted Stock Units that you will be eligible to earn with respect to this Award (the “Award Units”), subject to meeting the applicable service and performance vesting requirements, wil
AXIS SPECIALTY FINANCE PLC, Issuer AXIS CAPITAL HOLDINGS LIMITED, Guarantor AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee SENIOR INDENTURE Dated as of March 13, 2014Senior Indenture • March 13th, 2014 • Axis Capital Holdings LTD • Fire, marine & casualty insurance • New York
THIS INDENTURE, dated as of March 13, 2014 among AXIS SPECIALTY FINANCE PLC, an English public company limited by shares (the “Issuer”), AXIS CAPITAL HOLDINGS LIMITED, an exempted company incorporated in Bermuda as a holding company (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”),
Header]Axis Capital Holdings LTD • February 27th, 2024 • Fire, marine & casualty insurance • New York
We are delighted that you have decided to continue your service with AXIS Specialty U.S. Services, Inc., a Delaware corporation (the "Company") and wholly owned, indirect subsidiary of AXIS Capital Holdings Limited, a Bermuda company (the "Parent"). We thought it would be useful to lay out the terms and conditions of our agreement in this letter agreement (this "Agreement").
PAGE ---- ARTICLE 1. Definitions............................................... ........................................1 Section 1.1. Definitions............. ....................................................................1 ARTICLE 2. Tag-along...Shareholders' Agreement • June 10th, 2003 • Axis Capital Holdings L • Fire, marine & casualty insurance • New York
EXHIBIT 10.4 SERVICE AGREEMENT AGREEMENT, made and entered into as of September 19, 2002 (the "EFFECTIVE DATE") by and between Axis Specialty Limited, a Bermuda corporation (together with its successors and assigns, the "COMPANY"), and Michael A. Butt...Service Agreement • June 10th, 2003 • Axis Capital Holdings L • Fire, marine & casualty insurance • New York
EXHIBIT 10.3 SERVICE AGREEMENT AGREEMENT, made and entered into as of November 20, 2001 (the "EFFECTIVE DATE") by and between Axis Specialty Limited, a Bermuda corporation (together with its successors and assigns, the "COMPANY"), and Robert J....Service Agreement • June 10th, 2003 • Axis Capital Holdings L • Fire, marine & casualty insurance • New York
axis specialty limited pembroke, bermuda hm08 July 5, 2007Axis Capital Holdings LTD • July 6th, 2007 • Fire, marine & casualty insurance
We are delighted that you have decided to join Axis Specialty Limited, a Bermuda Company (the “Company”) and wholly owned subsidiary of axis Capital Holdings Limited, a Bermuda Company (the “Parent”). We thought it would be useful to lay out the terms and conditions of our agreement in this letter agreement (this “Agreement”). This Agreement is dated as of July 5, 2007.
May 16, 2012 Mr. Joseph C. Henry c/o AXIS Capital Holdings Limited Pembroke HM08, Bermuda Dear Joseph:Axis Capital Holdings LTD • May 18th, 2012 • Fire, marine & casualty insurance • New York
We are delighted that you have decided to join AXIS Specialty U.S. Services, Inc., a Delaware corporation (the “Company”) and wholly owned, indirect subsidiary of AXIS Capital Holdings Limited, a Bermuda company (the “Parent”). We thought it would be useful to lay out the terms and conditions of our agreement in this letter agreement (this “Agreement”).
2,736,223 Shares AXIS CAPITAL HOLDINGS LIMITED Common Shares, par value $0.0125 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2013 • Axis Capital Holdings LTD • Fire, marine & casualty insurance • New York
AXIS CAPITAL HOLDINGS LIMITED 22,000,000 Depositary Shares, Each representing a 1/100th interest in a share of 5.50% Series E Preferred Shares, par value $0.0125 per share (Liquidation Preference $2,500 Per Preferred Share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2016 • Axis Capital Holdings LTD • Fire, marine & casualty insurance • New York
This term sheet should be read together with AXIS Capital Holdings Limited’s preliminary prospectus supplement dated October 31, 2016 to the prospectus dated January 16, 2014.
AGREEMENT AND PLAN OF AMALGAMATION BY AND BETWEEN AXIS CAPITAL HOLDINGS LIMITED AND PARTNERRE LTD. Dated as of January 25, 2015Agreement and Plan of Amalgamation • January 29th, 2015 • Axis Capital Holdings LTD • Fire, marine & casualty insurance • New York
This Agreement and Plan of Amalgamation (this “Agreement”) is made and entered into as of January 25, 2015, by and between Axis Capital Holdings Limited, a Bermuda exempted company (“Axis”) and PartnerRe Ltd., a Bermuda exempted company (“PRE” and, together with Axis, the “parties”).
AXIS CAPITAL HOLDINGS LIMITED Employee Restricted Stock AgreementRestricted Stock Agreement • May 9th, 2012 • Axis Capital Holdings LTD • Fire, marine & casualty insurance
You, Albert A. Benchimol, (the “Participant”), have been granted a restricted stock award (the “Award”) of 500,000 ordinary shares, par value $0.0125 per share (the “Award Shares”), of AXIS Capital Holdings Limited, a Bermuda company (the “Company”), pursuant to the AXIS Capital Holdings Limited 2007 Long-Term Equity Compensation Plan, as amended (the “Plan”). The date of grant of the Award (the “Award Date”) is as set forth in your restricted stock account maintained on the Morgan Stanley Smith Barney Benefit Access website or such other website as may be designated by the Committee (“Benefit Access”).
CREDIT AGREEMENT Dated as of March 26, 2013 among AXIS CAPITAL HOLDINGS LIMITED, and CERTAIN SUBSIDIARIES, as the Borrowers, BANK OF MONTREAL, CHICAGO BRANCH, CITIBANK, N.A., HSBC BANK USA, NATIONAL ASSOCIATION, LLOYDS SECURITIES, INC. and THE BANK OF...Credit Agreement • March 29th, 2013 • Axis Capital Holdings LTD • Fire, marine & casualty insurance • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of March 26, 2013 among AXIS CAPITAL HOLDINGS LIMITED, a Bermuda company (“AXIS Capital”), and certain Subsidiaries of AXIS Capital party hereto pursuant to Section 2.13 (each a “Designated Borrower” and, together with AXIS Capital, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, L/C Administrator and Fronting Bank.
AXIS CAPITAL HOLDINGS LIMITED Employee Restricted Stock AgreementRestricted Stock Agreement • May 16th, 2007 • Axis Capital Holdings LTD • Fire, marine & casualty insurance
You (the “Participant”) have been granted a restricted stock award (the “Award”) of ordinary shares, par value $0.0125 per share (“Share”), of AXIS Capital Holdings Limited, a Bermuda company (the “Company”), pursuant to the AXIS Capital Holdings Limited 2007 Long-Term Equity Compensation Plan (the “Plan”). The date of grant of the Award (the “Award Date”) and the number of Shares subject to the Award (the “Award Shares”) are as set forth in your restricted stock account maintained on the Smith Barney Benefit Access website or such other website as may be designated by the Committee (“Benefit Access”).
AXIS SPECIALTY LIMITED 106 PITTS BAY ROAD PEMBROKE HM 08 BERMUDAAxis Capital Holdings LTD • May 5th, 2004 • Fire, marine & casualty insurance
We are delighted that you have decided to join AXIS Specialty Limited, a Bermuda company (the “Company”) and wholly owned, indirect subsidiary of AXIS Capital Holdings Limited, a Bermuda company (the “Parent”). We thought it would be useful to lay out the terms and conditions of our agreement in this letter agreement (this “Agreement”). This Agreement is dated as of August 1, 2003.
Mr. John D. Nichols, Jr. [Address] Re: Notice of Resignation and Agreement Regarding SeparationSeparation Agreement • February 28th, 2018 • Axis Capital Holdings LTD • Fire, marine & casualty insurance • New York
AXIS Share Price as of February 8, 2017 $67.52 Award Number Award Date Award Type Vest Date Unvested Share Amount Value of Unvested Shares A2845 (1) 3/1/2014 PSU 3/1/2017 23,685 $1,599,211 Vest Prior to Departure A788 2/4/2013 RSU 2/4/2017 10,000 $675,200 Vest Prior to Departure A2241 3/1/2014 RSU 3/1/2017 3,947 $266,501 Vest Prior to Departure A3610 3/1/2015 RSU 3/1/2017 3,070 $207,286 Vest Prior to Departure A4403 3/1/2016 RSU 3/1/2017 3,252 $219,575 Vest Prior to Departure Subtotal 43,954 $2,967,774 A2241 3/1/2014 RSU 3/1/2018 3,948 $266,569 A3610 3/1/2015 RSU 3/1/2018 3,069 $207,219 A4403 3/1/2016 RSU 3/1/2018 3,253 $219,643 2017 RSU Award 3/1/2017 RSU 3/1/2018 3,144 $212,283 A3627 3/1/2015 PSU 3/1/2018 13,642 $921,108 A3610 3/1/2015 RSU 3/1/2019 3,070 $207,286 A4403 3/1/2016 RSU 3/1/2019 3,253 $219,643 2017 RSU Award 3/1/2017 RSU 3/1/2019 3,144 $212,283 A4421 3/1/2016 PSU 3/1/2019 13,011 $878,503 A4403 3/1/2016 RSU 3/1/2020 3,253 $219,643 2017 RSU Award 3/1/2017 RSU 3/1/2020 3,14
AXIS CAPITAL HOLDINGS LIMITED Employee Restricted Stock Unit AgreementRestricted Stock Unit Agreement • February 8th, 2012 • Axis Capital Holdings LTD • Fire, marine & casualty insurance
You (the “Participant”) have been granted an award of Restricted Stock Units (the “Award”) with a value based on ordinary shares, par value $0.0125 per share (“Shares”), of AXIS Capital Holdings Limited, a Bermuda company (the “Company”), pursuant to the AXIS Capital Holdings Limited 2007 Long-Term Equity Compensation Plan (the “Plan”). The date of grant of the Award (the “Award Date”) and the number of Restricted Stock Units subject to the Award (the “Award Units”) are as set forth in your restricted stock unit account maintained on the Smith Barney Benefit Access website or such other website as may be designated by the Committee (“Benefit Access”). This Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered to you) on the terms and conditions set forth herein the Award Units.
Alfred Escher-Strasse 50 8002 ZürichAxis Capital Holdings LTD • May 26th, 2021 • Fire, marine & casualty insurance
We are delighted that you have decided to join AXIS RE SE, Dublin (Zurich Branch) (the "Company") and wholly owned, indirect subsidiary of AXIS Capital Holdings Limited, a Bermuda company (the "Parent"). This letter agreement (the “Agreement”) sets forth the terms and conditions of your employment with the Company.
AXIS CAPITAL HOLDINGS LIMITED Director Restricted Stock Unit AgreementRestricted Stock Unit Agreement • May 16th, 2007 • Axis Capital Holdings LTD • Fire, marine & casualty insurance
You (the “Participant”) have been granted an award of Restricted Stock Units (the “Award”) with a value based on ordinary shares, par value $0.0125 per share (“Shares”), of AXIS Capital Holdings Limited, a Bermuda company (the “Company”), pursuant to the AXIS Capital Holdings Limited 2007 Long-Term Equity Compensation Plan (the “Plan”). The date of grant of the Award (the “Award Date”) and the number of Shares subject to the Award (the “Award Shares”) are as set forth in your restricted stock unit account maintained on the Smith Barney Benefit Access website or such other website as may be designated by the Board (“Benefit Access”). This Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered to you) on the terms and conditions set forth herein the Award Shares.
AXIS CAPITAL HOLDINGS LIMITED LONG-TERM EQUITY COMPENSATION PLAN Nonqualified Stock Option AgreementRestricted Stock Agreement • February 23rd, 2006 • Axis Capital Holdings LTD • Fire, marine & casualty insurance
This Agreement amends and supercedes in its entirety the nonqualified stock option agreements with respect to options granted to the Optionee on August 1, 2003 and January 13, 2005. This Agreement is effective on February 28, 2006.
FIFTH AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATIONAgreement and Plan of Amalgamation • July 16th, 2015 • Axis Capital Holdings LTD • Fire, marine & casualty insurance
This Fifth Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of July 15, 2015 (this “Amendment”), by and between AXIS Capital Holdings Limited, a Bermuda exempted company (“Axis”) and PartnerRe Ltd., a Bermuda exempted company (“PRE” and, together with Axis, the “parties”).
AXIS Capital Holdings Limited Employee Restricted Stock Unit Agreement (Performance Vesting / 100% Stock Settled)Restricted Stock Unit Agreement • February 27th, 2024 • Axis Capital Holdings LTD • Fire, marine & casualty insurance
You (the “Participant”) have been granted an award of Restricted Stock Units (the “Award”) with a value based on ordinary shares, par value $0.0125 per share (“Shares”), of AXIS Capital Holdings Limited, a Bermuda company (the “Company”), pursuant to the AXIS Capital Holdings Limited 2017 Long-Term Equity Compensation Plan, as amended (the “Plan”). The date of grant of the Award (the “Award Date”), the vesting start date (the “Vesting Start Date”) and the base number of Restricted Stock Units subject to the Award (the “Target Number”) are as set forth in your restricted stock unit account maintained on the Morgan Stanley Benefit Access website or such other website as may be designated by the Human Capital and Compensation Committee of the Board of Directors of the Company (the “Committee”). The actual number of Restricted Stock Units that you will be eligible to earn with respect to this Award (the “Award Units”), subject to meeting the applicable service and performance vesting requi
AXIS SPECIALTY LIMITED Overbay, 106 Pitts Bay Road Pembroke, HM 08Axis Capital Holdings LTD • February 23rd, 2006 • Fire, marine & casualty insurance
This will confirm the agreement (the “Agreement”), dated as of the date first set forth above (the “Execution Date”), that has been reached with you in connection with the termination of your employment with AXIS Specialty Limited (the “Company”).
FOURTH AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATIONAgreement and Plan of Amalgamation • May 7th, 2015 • Axis Capital Holdings LTD • Fire, marine & casualty insurance
This Fourth Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of May 3, 2015 (this “Amendment”), by and between AXIS Capital Holdings Limited, a Bermuda exempted company (“Axis”) and PartnerRe Ltd., a Bermuda exempted company (“PRE” and, together with Axis, the “parties”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 24th, 2013 • Axis Capital Holdings LTD • Fire, marine & casualty insurance
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of September 18, 2013 (this “Amendment”), amends the Credit Agreement dated as of March 26, 2013, among AXIS Capital Holdings Limited (the “AXIS Capital”), certain Subsidiaries of AXIS Capital party thereto (each a “Designated Subsidiary Borrower” and together with AXIS Capital, the “Borrowers” and each a “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Wells Fargo Bank, National Association, as Administrative Agent, LC Administrator and Fronting Bank (the “Credit Agreement”). Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein.
AMENDMENT NO. 1 to EMPLOYMENT AGREEMENT dated May 3, 2012 by and among AXIS Specialty U.S. Services, Inc. (the “Company”), AXIS Capital Holdings Limited (“Holdings”) and Albert A. Benchimol (the “Executive”) Dated March 9, 2015Employment Agreement • March 11th, 2015 • Axis Capital Holdings LTD • Fire, marine & casualty insurance
WHEREAS, the Compensation Committee of the Board of Directors of Holdings, the Company and the Executive have determined that it is in the best interests of the Company, Holdings and their shareholders to amend the Agreement in order to extend the term of service thereof;
