AXIS CAPITAL HOLDINGS LIMITED LONG-TERM EQUITY COMPENSATION PLAN Restricted Stock Agreement

Exhibit 10.2

AXIS CAPITAL HOLDINGS LIMITED

LONG-TERM EQUITY COMPENSATION PLAN

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 2003 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 Xxxxx Xxxxxx Benefit Access website or such other website as may be designated by the Committee (“Benefit Access”).

By your acceptance of the grant of the Award on Benefit Access, you agree that the Award is granted under and governed by the terms and conditions of the Plan and this Restricted Stock Agreement (the “Agreement”).

1. GRANT OF RESTRICTED STOCK.

(a) Award. On the terms and conditions set forth in this Agreement, the Company hereby grants to the Participant on the Award Date the Award Shares.

(b) Plan and Defined Terms. The Award is granted pursuant to the Plan, a copy of which the Participant acknowledges having received. The terms and provisions of the Plan are incorporated into this Agreement by this reference. All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.

2. ISSUANCE OF SHARES.

Subject to Section 4, the Shares subject to the Award will be issued to the Participant and generally shall have the rights and privileges of a shareholder of the Company as to such Shares.

3. PERIOD OF RESTRICTION.

The Shares subject to the Award shall be restricted during the period (the “Period of Restriction”) commencing on the Award Date and expiring on the first to occur of:

(a) The date three years after the Award Date;

(b) The Participant’s Retirement, death or permanent Disability; or

(c) A Change in Control.

4. RESTRICTIONS, VOTING RIGHTS AND DIVIDENDS.

(a) Restrictions. During the Period of Restriction, the following restrictions shall apply: (i) the Shares subject to the Award may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated and (ii) the stock certificates, if any, representing the Shares subject to the Award shall be deposited with the Company or as the Committee may otherwise direct and the Participant shall not be entitled to delivery of a stock certificate. If the Participant’s employment terminates during the Period of Restriction for any reason other than Retirement, death or permanent Disability, the Shares subject to the Award shall be immediately repurchased by the Company for an aggregate repurchase price of US$1 (One United States Dollar) without liability or further action or obligation on the part of the Company. Upon the repurchase of any Shares, any dividends and interest set aside thereon shall be transferred to the Company without further action by the Participant, and the Participant shall immediately thereby relinquish and cease to hold any right, title or interest to any such dividends and interest.

(b) Voting Rights. Participant shall be entitled to exercise full voting rights with respect to the Shares during the Period of Restriction.

(c) Dividends. Dividends may be paid to Participant with respect to the Shares during the Period of Restriction as determined from time to time by the Committee. Any Dividends paid with respect to the Shares during the Period of Restriction will be held by the Company, or a depository appointed by the Committee, for the Participant’s account, and interest may be paid on the amount of cash dividends held at a rate and subject to such terms as may be determined by the Committee. All cash or share dividends so held, and any interest so paid, shall initially be subject to forfeiture as set forth in subsection 4(a) but shall become non-forfeitable and payable at upon the expiration or termination of the Period of Restriction.

(d) Leaves of Absence. For any purpose under this Agreement, employment shall be deemed to continue while the Participant is on a bona fide leave of absence, if such leave was approved by the Company in writing and if continued crediting of employment for such purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company).

5. RESTRICTIONS ON TRANSFER.

(a) Transfer Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or otherwise, the Company, in its sole discretion, may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Company’s Bye-Laws, the Securities Act, the U.S. Securities Exchange Act of 1934, as amended, the securities laws of any country or state or any other applicable law, rule or regulation.

(b) Legends. All certificates evidencing Shares issued under this Agreement shall bear such restrictive legends as are required or deemed advisable by the Company under the provisions of any applicable law, rule or regulation. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares issued under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

6. MISCELLANEOUS PROVISIONS.

(a) Bye-Laws. All Shares acquired pursuant to this Agreement shall be subject to any applicable restrictions contained in the Company’s Bye-Laws.

(b) No Retention Rights. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue employment for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or any Affiliate employing or retaining the Participant or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her employment at any time and for any reason, with or without Cause.

(c) Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon delivery by hand, upon delivery by reputable express courier or, if the recipient is located in the United States, upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address that he or she most recently provided in writing to the Company.

(d) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of Bermuda.

(e) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(f) Modification or Amendment. This Agreement may only be modified or amended by written agreement executed by the parties hereto; provided, that the adjustments permitted pursuant to Section 4.2 of the Plan may be made without such written agreement.

(g) Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included.

AXIS CAPITAL HOLDINGS LIMITED

DIRECTORS LONG-TERM EQUITY COMPENSATION PLAN

Nonqualified Stock Option Agreement

You (the “Optionee”) have been granted an option (the “Option”) to purchase 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 2003 Directors Long-Term Equity Compensation Plan (the “Plan”). The date of grant of the Option (the “Grant Date”), the number of Shares subject to the Option (the “Option Shares”), the exercise price of the Option (the “Xxxxx Xxxxx”) and the expiration date of the Option (the “Expiration Date”) are set forth in your stock option account maintained on the Xxxxx Xxxxxx Benefit Access website or such other website as may be designated by the Committee (“Benefit Access”).

By your acceptance of the grant of the Option on Benefit Access, you agree that the Option is granted under and governed by the terms and conditions of the Plan and this Stock Option Agreement (the “Agreement”).

SECTION 1. GRANT OF OPTION.

(a) Option. On the terms and conditions set forth in this Agreement, the Company grants to the Optionee on the Grant Date the Option to purchase at the Xxxxx Xxxxx the Option Shares. The Option is intended to be a Nonqualified Stock Option.

(b) Plan and Defined Terms. The Option is granted pursuant to the Plan, a copy of which the Optionee acknowledges having received. The terms and provisions of the Plan are incorporated into this Agreement by this reference. All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.

SECTION 2. RIGHT TO EXERCISE.

The Optionee may exercise all or part of the Option at any time before its expiration to the extent that the Option is vested. The Option vests in three equal installments on the first, second and third anniversary of the Grant Date; provided, that if the Option Shares are not evenly devisable by three, then no fractional shares shall vest or be exercised and the installments shall be as equal as possible with any smaller installments vesting first. In addition, the Option shall become 100% vested upon the date that Optionee’s service terminates due to Retirement (as defined below), death or permanent Disability (as defined below) and upon a Change of Control The exercise procedures set forth in Section 6.6 of the Plan shall govern the exercise of the Option.

SECTION 3. ISSUANCE OF SHARES.

Subject to Section 5, after the Option has been exercised and payment for the full amount of the Exercise Price has been received, the Shares as to which the Option has been exercised will be issued to the Optionee.

SECTION 4. TERM AND EXPIRATION.

(a) Basic Term. Subject to earlier termination pursuant to the terms hereof, the Option shall expire on the Expiration Date, which date is 10 years after the Grant Date.

(b) Termination of Serivce. If the Optionee’s service terminates, the Option shall expire immediately with respect to the number of Shares for which the Option is not yet vested and shall expire with respect to the number of Shares for which the Option is vested upon the earliest of the following occasions:

(i) The Expiration Date as set forth in subsection 4(a);

(ii) The date three months after the termination of the Optionee’s service for a reason other than removal for Cause (as defined below), Retirement, death or permanent Disability of the Optionee;

(iii) The date one year after the termination of the Optionee’s service due to the Retirement, death or permanent Disability of the Optionee; or

(iv) The date of the removal for Cause of the Optionee.

(c) Expiration. If the Optionee dies after termination of service but before the expiration of the Option, all or part of this Option may be exercised prior to expiration by the personal representative of the Optionee or by any person who has acquired the Option directly from the Optionee by will, bequest or inheritance, but only to the extent that the Option was vested upon termination of the Optionee’s service. Upon a Change of Control, the Option shall remain exercisable until the expiration date determined pursuant to subsection 4(a).

(d) Definitions For purposes of this Agreement,

(i) the term “Cause” shall mean (A) the willful misconduct or gross negligence of Optionee in connection with the performance of Optionee’s duties as a director of the Company or any of its Affilate, (B) the willful engagement by the Optionee in misconduct that is demonstrably injurious to the Company (monetarily or otherwise), (C) the Optionee’s violation of any confidentiality, non-solicitation or non-competition obligation to the Company to which the Optionee is subject or (D) the Optionee’s conviction of, or pleading guilty or nolo contendere to, a felony or a crime involving moral turpitude;

(ii) The term “Retirement” shall mean the Participant’s termination of service with the Company and all of its Affiliates but only if either (A) such termination shall have occurred on or after the date on which he or she shall have attained age 60 and prior to such termination the Participant shall have completed 10 years of continuous service as a Director with the Company or any of its Affiliates or (B) such termination shall have occurred on or after the date on which he or she shall have attained age 60 and the Board by affirmative action determines such termination shall constitute a Retirement for purposes of the Plan; and

(iii) The term “Disability” shall have the meaning determined by the Committee.

SECTION 5. LEGALITY OF INITIAL ISSUANCE.

No Shares shall be issued upon the exercise of this Option unless and until the Company has determined that:

(a) The delivery of such Shares would not violate the provisions of any applicable law, rule or regulation or the Company’s Bye-Laws; and

(b) All applicable tax withholding obligations have been satisfied (or arrangements to satisfy such obligations have been made).

SECTION 6. RESTRICTIONS ON TRANSFER.

(a) Transfer Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or otherwise, the Company, in its sole discretion, may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Company’s Bye-Laws, the Securities Act, the U.S. Securities Exchange Act of 1934, as amended, the securities laws of any country or state or any other applicable law, rule or regulation.

(b) Legends. All certificates evidencing Shares purchased under this Agreement shall bear such restrictive legends as are required or deemed advisable by the Company under the provisions of any applicable law, rule or regulation. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

SECTION 7. MISCELLANEOUS PROVISIONS.

(a) Rights as a Shareholder. Neither the Optionee nor the Optionee’s representative shall have any rights as a shareholder with respect to any Shares subject to the Option until the Option has been exercised and Shares have been issued to the Optionee or representative, as the case may be.

(b) Bye-Laws. All Shares acquired pursuant to the Option shall be subject to any applicable restrictions contained in the Company’s Bye-Laws.

(c) No Retention Rights. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or any Affiliate on whose board the Optionee serves or of the Optionee, which rights are hereby expressly reserved by each, to terminate his or her service at any time and for any reason in accordance with applicable law, rule or regulation and the Company’s Bye-Laws.

(d) Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon delivery by hand, upon delivery by reputable express courier or, if the recipient is located in the United States, upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Optionee at the address that he or she most recently provided in writing to the Company.

(e) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of Bermuda.

(f) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(g) Modification or Amendment. This Agreement may only be modified or amended by written agreement executed by the parties hereto; provided, that the adjustments permitted pursuant to Section 4.2 of the Plan may be made without such written agreement.

(h) Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included.

AXIS CAPITAL HOLDINGS LIMITED

DIRECTORS LONG-TERM EQUITY COMPENSATION PLAN

Restricted Stock Agreement

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 2003 Directors 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 Xxxxx Xxxxxx Benefit Access website or such other website as may be designated by the Committee (“Benefit Access”).

1. GRANT OF RESTRICTED STOCK.

(a) Award. On the terms and conditions set forth in this Agreement, the Company hereby grants to the Participant on the Award Date the Award Shares.

(b) Plan and Defined Terms. The Award is granted pursuant to the Plan, a copy of which the Participant acknowledges having received. The terms and provisions of the Plan are incorporated into this Agreement by this reference. All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.

2. ISSUANCE OF SHARES.

Subject to Section 4, the Shares subject to the Award will be issued to the Participant and generally shall have the rights and privileges of a shareholder of the Company as to such Shares.

3. PERIOD OF RESTRICTION.

The Shares subject to the Award shall be restricted during the period (the “Period of Restriction”) commencing on the Award Date and expiring on the first to occur of:

(a) The date six months after the Award Date;

(b) The Participant’s Retirement (as defined below), death or permanent

Disability (as defined below); or

(c) A Change in Control.

4. RESTRICTIONS, VOTING RIGHTS AND DIVIDENDS.

(a) Restrictions. During the Period of Restriction, the following restrictions shall apply: (i) the Shares subject to the Award may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated and (ii) the stock certificates, if any, representing the Shares subject to the Award shall be deposited with the Company or as the Committee may otherwise direct and the Participant shall not be entitled to delivery of a stock certificate. If the Participant’s service terminates during the Period of Restriction for any reason other than Retirement, death or permanent Disability, the Shares subject to the Award shall be immediately repurchased by the Company for an aggregate repurchase price of US$1 (One United States Dollar) without liability or further action or obligation on the part of the Company. Upon the repurchase of any Shares, any dividends and interest set aside thereon shall be transferred to the Company without further action by the Participant, and the Participant shall immediately thereby relinquish and cease to hold any right, title or interest to any such dividends and interest.

(b) Voting Rights. Participant shall be entitled to exercise full voting rights with respect to the Shares during the Period of Restriction.

(c) Dividends. Dividends may be paid to Participant with respect to the Shares during the Period of Restriction as determined from time to time by the Committee. Any Dividends paid with respect to the Shares during the Period of Restriction will be held by the Company, or a depository appointed by the Committee, for the Participant’s account, and interest may be paid on the amount of cash dividends held at a rate and subject to such terms as may be determined by the Committee. All cash or share dividends so held, and any interest so paid, shall initially be subject to forfeiture as set forth in subsection 4(a) but shall become non-forfeitable and payable at upon the expiration or termination of the Period of Restriction.

(d) Definitions. For purposes of this Agreement:

(i) The term “Retirement” shall mean the Participant’s termination of service with the Company and all of its Affiliates but only if either (A) such termination shall have occurred on or after the date on which he or she shall have attained age 60 and prior to such termination the Participant shall have completed 10 years of continuous service as a Director with the Company or any of its Affiliates or (B) such termination shall have occurred on or after the date on which he or she shall have attained age 60 and the Board by affirmative action determines such termination shall constitute a Retirement for purposes of the Plan; and

(ii) The term “Disability” shall have the meaning determined by the Committee.

18. RESTRICTIONS ON TRANSFER.

(a) Transfer Restrictions. Regardless of whether the offering and sale of

Shares under the Plan have been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or otherwise, the Company, in its sole discretion, may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Company’s Bye-Laws, the Securities Act, the U.S. Securities Exchange Act of 1934, as amended, the securities laws of any country or state or any other applicable law, rule or regulation.

(b) Legends. All certificates evidencing Shares issued under this Agreement shall bear such restrictive legends as are required or deemed advisable by the Company under the provisions of any applicable law, rule or regulation. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares issued under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

6. MISCELLANEOUS PROVISIONS.

(a) Bye-Laws. All Shares acquired pursuant to this Agreement shall be subject to any applicable restrictions contained in the Company’s Bye-Laws.

(b) No Retention Rights. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or any Affiliate on whose board the Participant serves or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her service at any time and for any reason in accordance with applicable law, rule or regulation and the Company’s Bye-Laws.

(c) Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon delivery by hand, upon delivery by reputable express courier or, if the recipient is located in the United States, upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address that he or she most recently provided in writing to the Company.

(d) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of Bermuda.

(e) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(f) Modification or Amendment. This Agreement may only be modified or amended by written agreement executed by the parties hereto; provided, that the adjustments permitted pursuant to Section 4.2 of the Plan may be made without such written agreement.

(g) Severability. In the event any provision of this Agreement shall be held

illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included.

AXIS CAPITAL HOLDINGS LIMITED

LONG-TERM EQUITY COMPENSATION PLAN

Nonqualified Stock Option Agreement

You (the “Optionee”) have been granted an option (the “Option”) to purchase 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 2003 Long-Term Equity Compensation Plan (the “Plan”). The date of grant of the Option (the “Grant Date”), the number of Shares subject to the Option (the “Option Shares”), the exercise price of the Option (the “Xxxxx Xxxxx”) and the expiration date of the Option (the “Expiration Date”) are set forth in your stock option account maintained on the Xxxxx Xxxxxx Benefit Access website or such other website as may be designated by the Committee (“Benefit Access”).

SECTION 1. GRANT OF OPTION.

(a) Option. On the terms and conditions set forth in this Agreement, the Company grants to the Optionee on the Grant Date the Option to purchase at the Xxxxx Xxxxx the Option Shares. The Option is intended to be a Nonqualified Stock Option.

(b) Plan and Defined Terms. The Option is granted pursuant to the Plan, a copy of which the Optionee acknowledges having received. The terms and provisions of the Plan are incorporated into this Agreement by this reference. All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.

SECTION 2. RIGHT TO EXERCISE.

The Optionee may exercise all or part of the Option at any time before its expiration to the extent that the Option is vested. The Option vests in three equal installments on the first, second and third anniversary of the Grant Date; provided, that if the Option Shares are not evenly devisable by three, then no fractional shares shall vest or be exercised and the installments shall be as equal as possible with any smaller installments vesting first. In addition, the Option shall become 100% vested upon the date that Optionee’s employment terminates due to Retirement, death or permanent Disability and upon a Change of Control The exercise procedures set forth in Section 6.6 of the Plan shall govern the exercise of the Option.

SECTION 3. ISSUANCE OF SHARES.

SECTION 4. TERM AND EXPIRATION.

(a) Basic Term. Subject to earlier termination pursuant to the terms hereof, the Option shall expire on the Expiration Date, which date is 10 years after the Grant Date.

(b) Termination of Employment. If the Optionee’s employment terminates, the Option shall expire immediately with respect to the number of Shares for which the Option is not yet vested and shall expire with respect to the number of Shares for which the Option is vested upon the earliest of the following occasions:

(i) The Expiration Date as set forth in subsection 4(a);

(ii) The date three months after the termination of the Optionee’s employment for a reason other than Cause (as defined below), Retirement, death or permanent Disability of the Optionee;

(iii) The date one year after the termination of the Optionee’s employment due to the Retirement, death or permanent Disability of the Optionee; or

(iv) The date of the termination of the Optionee’s employment for Cause.

(c) Expiration. If the Optionee dies after termination of employment but before the expiration of the Option, all or part of this Option may be exercised prior to expiration by the personal representative of the Optionee or by any person who has acquired the Option directly from the Optionee by will, bequest or inheritance, but only to the extent that the Option was vested upon termination of the Optionee’s employment. Upon a Change of Control, the Option shall remain exercisable until the expiration date determined pursuant to subsection 4(a).

(d) Definition of “Cause.” For purposes of this Agreement, the term “Cause” shall mean (i) the willful misconduct or gross negligence of Optionee in connection with the performance of Optionee’s duties as an employee of the Company, (ii) the willful engagement by the Optionee in misconduct that is demonstrably injurious to the Company (monetarily or otherwise), (iii) the Optionee’s violation of any confidentiality, non-solicitation or non-competition obligation to the Company to which the Optionee is subject or (iv) the Optionee’s conviction of, or pleading guilty or nolo contendere to, a felony or a crime involving moral turpitude.

(e) Leaves of Absence. For any purpose under this Agreement, employment shall be deemed to continue while the Optionee is on a bona fide leave of absence, if such leave was approved by the Company in writing and if continued crediting of employment for such purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company).

SECTION 5. LEGALITY OF INITIAL ISSUANCE.

No Shares shall be issued upon the exercise of this Option unless and until the Company has determined that:

(a) The delivery of such Shares would not violate the provisions of any applicable law, rule or regulation or the Company’s Bye-Laws; and

(b) All applicable tax withholding obligations have been satisfied (or arrangements to satisfy such obligations have been made).

SECTION 6. RESTRICTIONS ON TRANSFER.

(a) Transfer Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or otherwise, the Company, in its sole discretion, may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Company’s Bye-Laws, the Securities Act, the U.S. Securities Exchange Act of 1934, as amended, the securities laws of any country or state or any other applicable law, rule or regulation.

(b) Legends. All certificates evidencing Shares purchased under this Agreement shall bear such restrictive legends as are required or deemed advisable by the Company under the provisions of any applicable law, rule or regulation. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

SECTION 7. MISCELLANEOUS PROVISIONS.

(a) Rights as a Shareholder. Neither the Optionee nor the Optionee’s representative shall have any rights as a shareholder with respect to any Shares subject to the Option until the Option has been exercised and Shares have been issued to the Optionee or representative, as the case may be.

(b) Bye-Laws. All Shares acquired pursuant to the Option shall be subject to any applicable restrictions contained in the Company’s Bye-Laws.

(c) No Retention Rights. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue employment for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or any Affiliate employing or retaining the Optionee or of the Optionee, which rights are hereby expressly reserved by each, to terminate his or her employment at any time and for any reason, with or without Cause.

(d) Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon delivery by hand, upon delivery by reputable express courier or, if the recipient is located in the United States, upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Optionee at the address that he or she most recently provided in writing to the Company.

(e) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of Bermuda.

(f) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(g) Modification or Amendment. This Agreement may only be modified or amended by written agreement executed by the parties hereto; provided, that the adjustments permitted pursuant to Section 4.2 of the Plan may be made without such written agreement.

(h) Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included.

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AXIS CAPITAL HOLDINGS LIMITED LONG-TERM EQUITY COMPENSATION PLAN Restricted Stock Agreement

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