0001193125-09-036404 Sample Contracts

AXIS CAPITAL HOLDINGS LIMITED Employee Restricted Stock Agreement
Restricted Stock Agreement • February 25th, 2009 • 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 (the “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 account maintained on the Smith Barney Benefit Access website or such other website as may be designated by the Committee (“Benefit Access”).

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AMENDMENT TO THE EMPLOYMENT AGREEMENT OF WILLIAM FISCHER Amended Effective as of January 1, 2005 (the “Agreement”)
Employment Agreement • February 25th, 2009 • Axis Capital Holdings LTD • Fire, marine & casualty insurance

AXIS Specialty Limited (the “Company”) and William Fischer hereby agree and consent this 16th day of December, 2008 to amend the Agreement entered into between the parties on January 1, 2004, with the Amendment being effective as of January 1, 2005, unless otherwise provided, as follows:

AXIS CAPITAL HOLDINGS LIMITED Employee Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • February 25th, 2009 • 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.

AMENDMENT TO THE EMPLOYMENT AGREEMENT OF DAVID GREENFIELD Amended Effective as of September 8, 2006 (the “Agreement”)
Employment Agreement • February 25th, 2009 • Axis Capital Holdings LTD • Fire, marine & casualty insurance

AXIS Capital Holdings Limited (the “Company”) and David Greenfield hereby agree and consent this 29th day of December, 2008 to amend the Agreement entered into between the parties on September 8, 2006, with the Amendment being effective as of September 8, 2006, unless otherwise provided, as follows:

AMENDMENT TO THE EMPLOYMENT AGREEMENT OF DENNIS REDING Amended Effective as of January 1, 2005 (the “Agreement”)
Employment Agreement • February 25th, 2009 • Axis Capital Holdings LTD • Fire, marine & casualty insurance

AXIS Specialty U.S. Services, Inc. (the “Company”) and Dennis Reding hereby agree and consent this 31st day of December, 2008 to amend the Agreement entered into between the parties on January 1, 2004, with the Amendment being effective as of January 1, 2005, as follows:

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