Axis Capital Holdings LTD Sample Contracts

CREDIT AGREEMENT
Credit Agreement • April 16th, 2003 • Axis Capital Holdings L • Fire, marine & casualty insurance • New York
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EXHIBIT 1.1 [_______________] SHARES AXIS CAPITAL HOLDINGS LIMITED COMMON SHARES, PAR VALUE $0.0125 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • June 10th, 2003 • Axis Capital Holdings L • 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, 2005
Underwriting Agreement • August 10th, 2005 • Axis Capital Holdings LTD • 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, 2005
Underwriting Agreement • May 12th, 2005 • Axis Capital Holdings LTD • Fire, marine & casualty insurance • New York
Common Shares Par Value $0.0125 Per Share
Underwriting Agreement • November 21st, 2005 • Axis Capital Holdings LTD • Fire, marine & casualty insurance • New York
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, 2014
Senior 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”),

AXIS Capital Holdings Limited Employee Restricted Stock Unit Agreement (Time Vesting / 100% Stock Settled)
Employee Restricted Stock Unit Agreement • May 1st, 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 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 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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Employment Agreement • February 27th, 2024 • Axis Capital Holdings LTD • 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").

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, 2019
Junior Subordinated Indenture • 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 specialty limited pembroke, bermuda hm08 July 5, 2007
Employment Agreement • July 6th, 2007 • Axis Capital Holdings LTD • 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:
Employment Agreement • May 18th, 2012 • Axis Capital Holdings LTD • 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 AGREEMENT
Underwriting 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 AGREEMENT
Underwriting 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, 2015
Agreement 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”).

FORM OF PREFERRED SECURITIES GUARANTEE AGREEMENT AXIS CAPITAL HOLDINGS LIMITED Dated as of [ ]
Preferred Securities Guarantee Agreement • August 6th, 2004 • Axis Capital Holdings LTD • Fire, marine & casualty insurance • New York

This PREFERRED SECURITIES GUARANTEE AGREEMENT (the "Preferred Securities Guarantee"), dated as of , is executed and delivered by AXIS Capital Holdings Limited, an exempted company incorporated in Bermuda as a holding company (the "Guarantor"), and The Bank of New York, a New York banking corporation, as trustee (the "Preferred Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of [AXIS Capital Trust], a Delaware statutory trust (the "Issuer").

AXIS CAPITAL HOLDINGS LIMITED Employee Restricted Stock Agreement
Employee Restricted 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”).

This AGREEMENT is made on 5 August 2014 BETWEEN: Background Agreement
Employment Agreement • August 7th, 2014 • Axis Capital Holdings LTD • Fire, marine & casualty insurance • England and Wales
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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 SPECIALTY LIMITED 106 PITTS BAY ROAD PEMBROKE HM 08 BERMUDA
Employment Agreement • May 5th, 2004 • Axis Capital Holdings LTD • 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 Separation
Separation 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 Agreement
Employee Restricted 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 Zürich
Employment Agreement • May 26th, 2021 • Axis Capital Holdings LTD • 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.

Employee Restricted Stock Unit Agreement (Performance Vesting / 100% Stock Settled)
Employee 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

FIFTH AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION
Agreement 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)
Employee 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 08
Termination Agreement • February 23rd, 2006 • Axis Capital Holdings LTD • 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 AMALGAMATION
Agreement 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 AGREEMENT
Credit 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, 2015
Employment 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;

AMENDMENT NO. 1 to EMPLOYMENT AGREEMENT dated June 6, 2013 by and between AXIS Specialty Limited (the “Company”) and John Gressier (the “Executive”)
Employment Agreement • June 7th, 2013 • Axis Capital Holdings LTD • Fire, marine & casualty insurance

WHEREAS, the Compensation Committee of the Board of Directors of AXIS Capital Holdings Limited (“Parent”), the Company and the Executive have determined that it is in the best interests of the Company and its shareholders to extend the Executive's service as the Chief Executive Officer of the AXIS Insurance unit of Parent through the period ending December 31, 2016;

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