0001214816-17-000014 Sample Contracts

Employee Restricted Stock Unit Agreement (Time Vesting/100% Stock Settled)
Restricted Stock Unit Agreement • February 27th, 2017 • 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 Morgan Stanley Benefit Access website (“Benefit Access”) or such other website as may be designated by the Compensation Committee of the Board of Directors of AXIS Capital Holdings Limited (the “Committee”). 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.

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AMENDMENT NO. 4 to CONSULTING AGREEMENT dated May 3, 2012 by and between AXIS Specialty Limited (the “Company”) and Michael A. Butt (the “Consultant”) Dated December 8, 2016
Consulting Agreement • February 27th, 2017 • Axis Capital Holdings LTD • Fire, marine & casualty insurance

WHEREAS, the Company and the Consultant entered into a consulting agreement dated as of May 3, 2012, as amended (the “Agreement”); and

AMENDMENT NO. 3 to EMPLOYMENT AGREEMENT dated May 3, 2012 by and among AXIS Specialty U.S. Services, Inc. (the “Company”), AXIS Capital Holdings Limited (the “Parent”) AXIS Specialty Limited (“Specialty”) and Albert A. Benchimol (the “Executive”)...
Employment Agreement • February 27th, 2017 • Axis Capital Holdings LTD • Fire, marine & casualty insurance

WHEREAS, the Company and the Executive entered into a letter agreement dated May 3, 2012, and agreed to amend such letter agreement on March 9, 2015 (Amendment No. 1) and January 19, 2016 (Amendment No. 2) (with such letter agreement and amendments collectively referred to herein as the “Agreement”), in consideration of the Executive’s employment as Chief Executive Officer and President of the Parent; and

Employee Restricted Stock Unit Agreement (Performance Vesting/100% Stock Settled)
Restricted Stock Unit Agreement • February 27th, 2017 • 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 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 (“Benefit Access”) 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 Shares that you will be eligible to earn with respect to this Award (referred to herein as the “Award Units”), subject to meeting the applicable service and performance vesting requirements, will equal the Target Number

Employee Restricted Stock Unit Agreement (Performance Vesting / 100% Stock Settled)
Restricted Stock Unit Agreement • February 27th, 2017 • 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 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 Committee (“Benefit Access”). The actual number of Shares that you will be eligible to earn with respect to this Award (referred to herein as the “Award Units”), subject to meeting the applicable service and performance vesting requirements, will equal the Target Number multiplied by the applicable “Performance Multiplier” (as defined in Exhibit A hereto). Th

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