Exhibit 10.1


 


AXIS CAPITAL HOLDINGS LIMITED


 


EXECUTIVE LONG-TERM EQUITY COMPENSATION
PROGRAM


 


AXIS Capital Holdings Limited (the “Company”)
has established the AXIS Capital Holdings Limited Executive Long-Term Equity Compensation Program (the “Program”) to
enable eligible employees of the Company and its subsidiaries to share in the success of the Company through the grant of equity
awards. The terms of the Program are as set forth herein.


 


		1.	Eligibility. Any
Executive Committee Member who is employed by the Company or one of its subsidiaries shall be entitled to annual allocation from
the equity pool (as defined in Section 2) and shall be a “Participant” in the Program.


 


		2.	Target
                                         Equity Allocation. Each Participant’s initial “Target Equity Allocation”
                                         shall be based on the Participant’s annual equity target value as set forth in
                                         their respective employment agreement, offer letter or as set by the Compensation Committee
                                         of the Company. This Target Equity Allocation shall be split between a time-based award
                                         and a performance-based award at the Compensation Committee’s discretion.


 


		3.	Time-Based
Award.  Time-based awards will vest 25% per year over a four year vesting period.


 


		4.	Performance-Based
Award. The performance-based portion of the Target Equity Allocation will be granted as initially determined without adjustment,
but vesting will be subject to a performance condition. Specifically, performance-based awards will be eligible to vest in a range
of 75% to 125% of the initial Target Equity Allocation on the third anniversary of the date of grant, depending on the Company’s
relative total shareholder return performance as of the time of vesting, as compared to the Company’s performance peers.


 


		5.	Form
of Awards. Awards may be made in the form of restricted stock or restricted stock units, at the Committee’s discretion.


 


		6.	Clawback.
                                         Any equity compensation award hereunder is subject to recoupment, at the Committee’s
                                         discretion, under the Company’s executive compensation recoupment, or “clawback”,
                                         policy.


 


		7.	Interpretation
of Program. The Committee shall have the authority to administer the Program, to conclusively make all determinations
under the Program and to interpret the Program, subject to and in accordance with the Company’s 2017 Long-Term Equity Compensation
Plan. Any such determinations or interpretations made by the Committee shall be binding on all persons.


 


		8.	Governing
Law. The Program shall be governed by the laws of Bermuda.


 


		9.	No
Guarantee of Continued Employment. Nothing in the Program shall interfere with or limit in any way the right of the Company
or any of its subsidiaries to terminate any employee’s employment at any time, nor shall it confer upon any Participant
any right to continue in the employ of the Company or any of its subsidiaries. For purposes of the Program, temporary absence
from employment because of illness, vacation, approved leaves of absence and transfers of employment among the Company and its
subsidiaries shall not be considered to terminate an employee’s employment.


 


		10.	Successors. All
obligations of the Company under the Program shall be binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect merger, consolidation, purchase of all or substantially all of the business and/or assets
of the Company or otherwise.


 


		11.	Amendment
and Termination. This Program may be amended or terminated at any time by the Committee.


 


February 20, 2019