Exhibit
10.2


 


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 “Grant
Price”) and the expiration date of the Option (the “Expiration Date”) are set
forth in your stock option account maintained on the Smith Barney 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”).


 


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.


 


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 Grant Price 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 all installments shall vest, if earlier, on Februrary
28, 2006. In addition, the Option shall become 100% vested upon 


 


1

















 


Optionee’s 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.


 


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)  Expiration.
The Option shall expire immediately upon the earliest of the
following occasions:


 


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


 


(ii)        May 31, 2006.


 


(c)  Personal
Representative. If the Optionee dies 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 at the time of death.


 


(d)  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).


 


2

















 


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.


 


3

















 


(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.


 


4

















 


AXIS CAPITAL
HOLDINGS LIMITED


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 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 Smith Barney
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)                                  February
28, 2006;


 


(b)                                  The
Participant’s 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.


 


(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.


 


2

















 


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.


 


3





















 


Axis Capital Holdings Limited


 


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 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 Smith Barney
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”).


 


This Agreement amends and supercedes in its entirety
the restricted stock agreements with respect to restricted stock awarded to the
Participant on January 2, 2004 and January 13, 2005. This Agreement is
effective on February 28, 2006.


 


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)                                  February
28, 2006;


 


(b)                                  The
Participant’s 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.


 


(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


 


2

















 


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.


 


3