Exhibit 10.4


AXIS CAPITAL HOLDINGS LIMITED


NON-EMPLOYEE DIRECTOR COMPENSATION


 


(Approved September 7, 2007)


 


Cash Compensation


 


1)                                      Annual
retainer for all non-employee directors of $50,000


 


2)                                      Committee Chairs
receive the following additional annual cash retainer:


 


	
  Committee Chair

  	
   

  	
  Annual Retainer

  	
   

  
	
  Corporate Governance and Nominating
  Committee

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  Risk Committee

  	
   

  	
  $

  	
  10,000

  	
  (1)

  
	
  Finance Committee

  	
   

  	
  $

  	
  10,000

  	
  (1)

  
	
  Compensation Committee

  	
   

  	
  $

  	
  10,000

  	
  (1)

  
	
  Audit Committee

  	
   

  	
  $

  	
  20,000

  	
  (1)

  



 


3)                                      The lead (presiding)
director of meetings of non-management directors receives an additional annual
cash retainer of $15,000.


 


4)                                      Fees for
attendance at meetings as follows:


 


	
  Type of Meeting

  	
   

  	
  Attendance Fee

  	
   

  
	
  Board meetings

  	
   

  	
  $

  	
  3,000

  	
   

  
	
  Committee meetings

  	
   

  	
  $

  	
  1,500

  	
   

  



 


Equity Compensation


 


•                  Each
non-employee director is entitled to an annual grant of restricted shares,
valued at $100,000(2) based on the fair market value of the common shares on
the tenth business day after January 1.


 


Deferred Compensation Plan


 


•                  Each non-employee
director can elect to participate in the AXIS Capital Holdings Limited 2003
Directors Deferred Compensation Plan, an unfunded nonqualified deferred
compensation plan. The plan allows participating directors to elect (1) the
amount of cash or stock received as fees for services to be deferred (expressed
as a dollar amount, number of shares or percentage) and (2) the form in which
payment


 






(1)Effective January 1, 2008. 
For 2007, Committee Chair retainers (other than the Audit Committee) and
the lead (presiding) director retainer were all $5,000, and the Audit Committee
Chair retainer was $10,000. 


(2)Effective January 1, 2008. 
For 2007, the annual grant value was $65,000.


 

















 


is to be made (lump sum or three annual
installments) following termination of service as a director. All deferred
amounts are 100% vested.


•                  Directors who
choose to defer fees otherwise payable in shares are credited a number of
phantom stock units equal in amount to the number of shares of stock deferred. When
a cash dividend is paid on the stock, the portion of the participant’s deferral
account denominated in phantom share units is credited with additional phantom
share units.


•                  Directors who
choose to defer fees otherwise payable in cash are credited with interest on
their cash deferral, compounded annually, at a rate of 1% above the 12-month
LIBOR rate for deposits of U.S. dollars reported on the first business day of
the year.


 


Compensation Elections


 


•                  Prior to each
calendar year, each non-employee director can elect to receive common shares in
lieu of their cash compensation or cash in lieu of their equity compensation
otherwise payable to the director in that calendar year.


 


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