0001047469-04-025679 Sample Contracts

FORM OF PREFERRED SECURITIES GUARANTEE AGREEMENT AXIS CAPITAL HOLDINGS LIMITED Dated as of [ ]
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").

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FORM OF DEPOSIT AGREEMENT
Agreement • August 6th, 2004 • Axis Capital Holdings LTD • Fire, marine & casualty insurance • New York

DEPOSIT AGREEMENT dated as of [DATE], among AXIS CAPITAL HOLDINGS LIMITED, an exempted company incorporated in Bermuda as a holding company (the "Company"), , a corporation (the "Depositary"), and the holders from time to time of the Receipts described herein.

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