0001104659-06-011668 Sample Contracts

AXIS CAPITAL HOLDINGS LIMITED LONG-TERM EQUITY COMPENSATION PLAN Nonqualified Stock Option Agreement
Restricted Stock Agreement • February 23rd, 2006 • Axis Capital Holdings LTD • Fire, marine & casualty insurance

This Agreement amends and supercedes in its entirety the nonqualified stock option agreements with respect to options granted to the Optionee on August 1, 2003 and January 13, 2005. This Agreement is effective on February 28, 2006.

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AXIS SPECIALTY LIMITED Overbay, 106 Pitts Bay Road Pembroke, HM 08
Axis Capital Holdings LTD • February 23rd, 2006 • 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”).

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