EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 

Opening Transaction 
  

			
	 To:
	  	 AXIS Capital Holdings Limited
 92 Pitts Bay
Road
 Pembroke, Bermuda HM 08

		
	 A/C:
	  	051109973
		
	 From:
	  	Goldman, Sachs & Co.
		
	 Re:
	  	Accelerated Stock Buyback
		
	 Ref. No:
	  	As provided in the Supplemental Confirmation
		
	 Date:
	  	August 17, 2015

 This master confirmation (this “Master Confirmation”), dated as of August 17, 2015 is
intended to set forth certain terms and provisions of certain Transactions (each, a “Transaction”) entered into from time to time between Goldman, Sachs & Co. (“GS&Co.”) and AXIS Capital Holdings
Limited (“Counterparty”). This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The additional terms of any particular Transaction shall be set
forth in a Supplemental Confirmation in the form of Schedule A hereto (a “Supplemental Confirmation”), which shall reference this Master Confirmation and supplement, form a part of, and be subject to this Master Confirmation. This
Master Confirmation and each Supplemental Confirmation together shall constitute a “Confirmation” as referred to in the Agreement specified below. 

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as
published by the International Swaps and Derivatives Association, Inc., are incorporated into this Master Confirmation. This Master Confirmation and each Supplemental Confirmation evidence a complete binding agreement between Counterparty and
GS&Co. as to the subject matter and terms of each Transaction to which this Master Confirmation and such Supplemental Confirmation relate and shall supersede all prior or contemporaneous written or oral communications with respect thereto. 

This Master Confirmation and each Supplemental Confirmation supplement, form a part of, and are subject to an agreement in the form of the
2002 ISDA Master Agreement (the “Agreement”) as if GS&Co. and Counterparty had executed the Agreement on the date of this Master Confirmation (but without any Schedule except for (i) the election of New York law (without
reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law) as the governing law and US Dollars (“USD”) as the Termination Currency; (ii) the election that
subparagraph (ii) of Section 2(c) will not apply to the Transactions; and (iii) the election that the “Cross Default” provisions of Section 5(a)(vi) of the Agreement shall apply to Counterparty and GS&Co., with a
“Threshold Amount” of USD 75 million for Counterparty and a “Threshold Amount” equal to 3% of shareholders’ equity of The Goldman Sachs Group, Inc. as of the date hereof for GS&Co. (provided that (a) the
phrase “or becoming capable at such time of being declared” shall be deleted from clause (1) of such Section 5(a)(vi) of the Agreement, (b) the following sentence shall be added to the end thereof: “Notwithstanding the
foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (i) the default was caused solely by error or omission of an administrative or operational nature; (ii) funds were available to enable the
party to make the payment when due; and (iii) the payment is made within two Local Business Days of such party’s receipt of written notice of its failure to pay.” and (c) the term “Specified Indebtedness” shall have the
meaning specified in Section 14 of the Agreement, except that such term shall not include obligations in respect of deposits received in the ordinary course of a party’s banking business). 







 The Transactions shall be the sole Transactions under the Agreement. If there exists any ISDA
Master Agreement between GS&Co. and Counterparty or any confirmation or other agreement between GS&Co. and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between GS&Co. and Counterparty, then notwithstanding
anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which GS&Co. and Counterparty are parties, the Transactions shall not be considered Transactions under, or otherwise governed by,
such existing or deemed ISDA Master Agreement. 
 All provisions contained or incorporated by reference in the Agreement shall govern this
Master Confirmation and each Supplemental Confirmation except as expressly modified herein or in the related Supplemental Confirmation. 

If, in relation to any Transaction to which this Master Confirmation and a Supplemental Confirmation relate, there is any inconsistency
between the Agreement, this Master Confirmation, any Supplemental Confirmation and the Equity Definitions, the following will prevail for purposes of such Transaction in the order of precedence indicated: (i) such Supplemental Confirmation;
(ii) this Master Confirmation; (iii) the Equity Definitions; and (iv) the Agreement. 
 1. Each Transaction constitutes a Share Forward
Transaction for the purposes of the Equity Definitions. Set forth below are the terms and conditions that, together with the terms and conditions set forth in the Supplemental Confirmation relating to any Transaction, shall govern such Transaction.

  

			
	 General Terms:
	  	
		
	 Trade Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Buyer:
	  	Counterparty
		
	 Seller:
	  	GS&Co.
		
	 Shares:
	  	Common stock, par value $0.0125 per share, of Counterparty (Ticker: AXS)
		
	 Exchange:
	  	New York Stock Exchange
		
	 Related Exchange(s):
	  	All Exchanges.
		
	 Prepayment\Variable Obligation:
	  	Applicable
		
	 Prepayment Amount:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Prepayment Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Valuation:
	  	
		
	 VWAP Price:
	  	For any Exchange Business Day, as determined by the Calculation Agent based on the New York 10b-18 Volume Weighted Average Price per Share for the regular trading session (including any extensions thereof) of the Exchange on such
Exchange Business Day (without regard to pre-open or after hours trading outside of such regular trading session for such Exchange Business Day), as published by Bloomberg at 4:15 p.m. New York time (or 15 minutes following the end of any extension
of the regular trading session) on such Exchange Business Day, on Bloomberg page “AXS.N <Equity> AQR_SEC” (or any successor thereto), or if such price is not so reported on such Exchange Business Day for any reason or is, in the
Calculation Agent’s reasonable discretion, erroneous, such VWAP Price shall be as reasonably determined by the


  
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		  	Calculation Agent. For purposes of calculating the VWAP Price, the Calculation Agent will include only those trades that are reported during the period of time during which Counterparty could purchase its own shares under Rule
10b-18(b)(2) and are effected pursuant to the conditions of Rule 10b-18(b)(3), each under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such trades, “Rule 10b-18 eligible
transactions”).
		
	 Forward Price:
	  	The average of the VWAP Prices for the Exchange Business Days in the Calculation Period, subject to “Valuation Disruption” below
		
	 Forward Price Adjustment Amount:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Calculation Period:
	  	The period from and including the Calculation Period Start Date to and including the Termination Date.
		
	 Calculation Period Start Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Termination Date:
	  	The Scheduled Termination Date; provided that GS&Co. shall have the right to designate any Exchange Business Day on or after the First Acceleration Date to be the Termination Date (the “Accelerated Termination
Date”) by delivering notice to Counterparty of any such designation prior to 11:59 p.m. New York City time on the Exchange Business Day immediately following the designated Accelerated Termination Date.
		
	 Scheduled Termination Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation, subject to postponement as provided in “Valuation Disruption” below
		
	 First Acceleration Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation
		
	 Valuation Disruption:
	  	The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “at any time during the one-hour period that ends at the relevant Valuation Time,
Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at any time on any Scheduled Trading Day during the Calculation Period or Settlement Valuation Period” after the
word “material,” in the third line thereof.
		
		  	Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.
		
		  	Notwithstanding anything to the contrary in the Equity Definitions, to the extent that a Disrupted Day occurs (i) in the Calculation Period, the Calculation Agent may, in its good faith and commercially reasonable discretion,
postpone the Scheduled Termination Date by one Scheduled Trading Day for each such Disrupted Day, or (ii) in the Settlement Valuation Period, the Calculation Agent may extend the Settlement Valuation Period by one Scheduled Trading Day for each
Disrupted Day. If any such Disrupted Day is a Disrupted Day because of a Market Disruption Event (or a deemed Market Disruption Event as provided herein), the Calculation Agent shall determine whether (i) such Disrupted Day is a Disrupted Day in
full, in which case the VWAP Price for such Disrupted Day shall not be included for purposes of determining the Forward Price or the Settlement Price, as the case may be, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the
VWAP Price for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day taking into account the nature and duration


  
 3 









			
		  	of the relevant Market Disruption Event, and the weighting of the VWAP Price for the relevant Exchange Business Days during the Calculation Period or the Settlement Valuation Period, as the case may be, shall be adjusted in a
commercially reasonable manner by the Calculation Agent for purposes of determining the Forward Price or the Settlement Price, as the case may be, with such adjustments based on, among other factors, the duration of any Market Disruption Event and
the volume, historical trading patterns and price of the Shares. Any Exchange Business Day on which, as of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be an Exchange Business Day;
if a closure of the Exchange prior to its normal close of trading on any Exchange Business Day is scheduled following the date hereof, then such Exchange Business Day shall be deemed to be a Disrupted Day in full.
		
		  	If a Disrupted Day occurs during the Calculation Period or the Settlement Valuation Period, as the case may be, and each of the nine immediately following Scheduled Trading Days is a Disrupted Day, then the Calculation Agent, in
its good faith and commercially reasonable discretion, may deem such ninth Scheduled Trading Day to be an Exchange Business Day that is not a Disrupted Day and determine the VWAP Price for such ninth Scheduled Trading Day using its good faith
estimate of the value of the Shares on such ninth Scheduled Trading Day based on the volume, historical trading patterns and price of the Shares and such other factors as it deems appropriate.
		
	 Settlement Terms:
	  	
		
	 Settlement Procedures:
	  	If the Number of Shares to be Delivered is positive, Physical Settlement shall be applicable; provided that neither party makes, and shall not make, the agreement or the representations set forth in Section 9.11 of the
Equity Definitions related to the restrictions imposed by applicable securities laws with respect to any Shares delivered by one party to the other under any Transaction that arise as a result of the fact that Counterparty is the Issuer of the
Shares (it being understood, for the avoidance of doubt, that nothing in this sentence will limit the obligations of Counterparty under Annex A, to the extent Counterparty is required to deliver any Shares hereunder). If the Number of Shares to be
Delivered is negative, then the Counterparty Settlement Provisions in Annex A shall apply.
		
	 Number of Shares to be Delivered:
	  	A number of Shares equal to (x)(a) the Prepayment Amount divided by (b) the Divisor Amount minus (y) the number of Initial Shares.
		
	 Divisor Amount:
	  	The greater of (i) the Forward Price minus the Forward Price Adjustment Amount and (ii) $1.00.
		
	 Excess Dividend Amount:
	  	For the avoidance of doubt, all references to the Excess Dividend Amount shall be deleted from Section 9.2(a)(iii) of the Equity Definitions.
		
	 Settlement Date:
	  	If the Number of Shares to be Delivered is positive, the date that is one Settlement Cycle immediately following the Termination Date.
		
	 Settlement Currency:
	  	USD
		
	 Initial Share Delivery:
	  	GS&Co. shall deliver a number of Shares equal to the Initial Shares to Counterparty on the Initial Share Delivery Date in accordance with Section 9.4 of the Equity Definitions, with the Initial Share Delivery Date deemed to
be a “Settlement Date” for purposes of such Section 9.4.


  
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	 Initial Share Delivery Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Initial Shares:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Share Adjustments:
	  	
		
	 Potential Adjustment Event:
	  	Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, neither (i) an Extraordinary Dividend nor (ii) any repurchase effected in accordance with Section 7 below shall constitute a Potential
Adjustment Event to the extent that, in the case of clause (ii), such repurchase (a) is permitted pursuant to the terms of this Master Confirmation and any Supplemental Confirmation, is effected on arms’-length terms through a nationally
recognized financial institution and is effected at then-prevailing market prices for the Shares or (b) is effected pursuant to the Concurrent OMR Repurchases (as defined below).
		
		  	It shall constitute an additional Potential Adjustment Event if the Scheduled Termination Date for any Transaction is postponed pursuant to “Valuation Disruption” above, in which case the Calculation Agent may, in its
commercially reasonable discretion, adjust any relevant terms of any such Transaction as appropriate to account for the economic effect on the Transaction of such postponement.
		
	 Extraordinary Dividend:
	  	For any calendar quarter, any dividend or distribution on the Shares with an ex-dividend date occurring during such calendar quarter (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section
11.2(e)(ii)(A) of the Equity Definitions) (a “Dividend”) the amount or value of which (as determined by the Calculation Agent), when aggregated with the amount or value (as determined by the Calculation Agent) of any and all
previous Dividends with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend Amount.
		
	 Ordinary Dividend Amount:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Method of Adjustment:
	  	Calculation Agent Adjustment
		
	 Early Ordinary Dividend Payment:
	  	If an ex-dividend date for any Dividend that is not an Extraordinary Dividend occurs during any calendar quarter occurring (in whole or in part) during the Relevant Period (as defined below) and is prior to the Scheduled
Ex-Dividend Date for such calendar quarter, the Calculation Agent shall make such commercially reasonable adjustments to the exercise, settlement, payment or any other terms of the relevant Transaction as the Calculation Agent determines in its good
faith discretion to be appropriate to account for the economic effect on the Transaction of such event.
		
	 Scheduled Ex-Dividend Dates:
	  	For each Transaction for each calendar quarter, as set forth in the related Supplemental Confirmation.
		
	 Extraordinary Events:
	  	
		
	 Consequences of Merger Events:
	  	


  
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	 (a) Share-for-Share:
	 	 Modified Calculation Agent Adjustment

		
	 (b) Share-for-Other:
	 	 Cancellation and Payment

		
	 (c) Share-for-Combined:
	 	 Component Adjustment



							
				
	 Tender Offer:
	  		  		  	Applicable; provided that (i) Section 12.1(d) of the Equity Definitions shall be amended by replacing “10%” in the third line thereof with “20%”, (ii) Section 12.1(l) of the Equity Definitions shall be
amended (x) by deleting the parenthetical in the fifth line thereof, (y) by replacing “that” in the fifth line thereof with “whether or not such announcement” and (z) by adding immediately after the words “Tender Offer”
in the fifth line thereof “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment of such intention)” and (iii) Sections 12.3(a) and 12.3(d) of the Equity Definitions shall
each be amended by replacing each occurrence of the words “Tender Offer Date” by “Announcement Date.”
				
	 Consequences of

Tender Offers:
	  		  		  	


					
		
	 (a) Share-for-Share:
	 	 Cancellation and Payment

		
	 (b) Share-for-Other:
	 	 Cancellation and Payment

		
	 (c) Share-for-Combined:
	 	 Cancellation and Payment



							
				
	 Nationalization,
	  		  		  	
	 Insolvency or Delisting:
	  		  		  	Cancellation and Payment; provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares
are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, NYSE MKT, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded
or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
				
	 Additional Disruption Events:
	  		  		  	


					
		
	 (a) Change in Law:
	 	 Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the
interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by replacing the word “Shares” where it appears in clause (X) thereof with the words
“Hedge Position” and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; provided further that (i) any
determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or
mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including
any



  
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		 	 action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Equity
Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or
promulgation of new regulations authorized or mandated by existing statute)”.

		
	 (b)    Failure to Deliver:
	 	 Applicable

		
	 (c)    Insolvency Filing:
	 	 Applicable

		
	 (d)    Hedging Disruption:
	 	 Applicable

		
	 (e)    Increased Cost of Hedging:
	 	 Not  Applicable

		
	 (f)     Loss of Stock Borrow:
	 	 Applicable

		
	 Maximum Stock Loan Rate:
	 	 200  basis points per annum

		
	 Hedging Party:
	 	 GS&Co.

		
	 (g)    Increased Cost of Stock Borrow:
	 	 Applicable

		
	 Initial Stock Loan Rate:
	 	 25     basis points per annum

		
	 Hedging Party:
	 	 GS&Co.

		
	 Determining Party:
	 	 GS&Co.; provided that, upon receipt of written request from Counterparty, the Determining Party
shall promptly provide Counterparty with a written explanation describing in reasonable detail any calculation, adjustment or determination made by it (including any quotations, market data or information from internal or external sources used in
making such calculation, adjustment or determination, as the case may be, but without disclosing GS&Co.’s or its affiliates’ proprietary models or other information that may be proprietary or subject to contractual, legal or regulatory
obligations to not disclose such information), and shall use commercially reasonable efforts to provide such written explanation within five (5) Exchange Business Days from the receipt of such
request.



							
		
	Additional Termination Event:	 	The declaration by the Issuer of any Extraordinary Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period, will constitute an Additional Termination Event, with
Counterparty as the sole Affected Party and all Transactions hereunder as the Affected Transactions.


  
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	Relevant Dividend Period:	  	The period from and including the Calculation Period Start Date to and including the Relevant Dividend Period End Date.
		
	Relevant Dividend Period	  	
	End Date:	  	If the Number of Shares to be Delivered is negative, the last day of the Settlement Valuation Period; otherwise, the Termination Date.
		
	Non-Reliance/Agreements and	  	
	Acknowledgements Regarding	  	
	Hedging Activities/Additional	  	
	Acknowledgements:	  	Applicable
		
	Transfer:	  	Notwithstanding anything to the contrary in the Agreement, GS&Co. may assign, transfer and set over all rights, title and interest, powers, privileges and remedies of GS&Co. under any Transaction, in whole or in part, to
an affiliate of GS&Co. whose obligations are guaranteed by The Goldman Sachs Group, Inc. pursuant to a guarantee in a form customarily used by The Goldman Sachs Group, Inc. at such time without the consent of Counterparty; provided that
(i) prior written notice of such transfer is provided to Counterparty, (ii) immediately upon giving effect to such transfer and assignment, an Event of Default, Potential Event of Default or Termination Event will not occur as a result thereof and
(iii) as a result of such transfer and assignment, Counterparty will not be expected as of the date of such transfer and assignment to (x) be required to pay or deliver to the transferee on any payment date or delivery date an amount under Section
2(d)(i)(4) of the Agreement or a number of Shares, as applicable, that is, solely as a result of such transfer or assignment, greater than the amount or the number of Shares, respectively, that Counterparty would have been required to pay or deliver
to GS&Co. in the absence of such transfer and assignment or (y) receive from the transferee on any payment date or delivery date an amount under Section 2(d)(i)(4) of the Agreement or a number of Shares, as applicable, that is, solely as a
result of such transfer or assignment, lower than the amount or the number of Shares, respectively, that GS&Co. would have been required to pay or deliver to Counterparty in the absence of such transfer and assignment.
		
	GS&Co. Payment Instructions:	  	XXXX
		  	 XXXX

		  	 XXXX

		
	Counterparty’s Contact Details
for Purpose of Giving Notice:	  	To be provided by Counterparty
		
	GS&Co.’s Contact Details for	  	
	Purpose of Giving Notice:	  	Goldman, Sachs & Co.
		  	200 West Street
		  	New York, NY 10282-2198
		  	Attention: Simon Watson, Equity Capital Markets
		  	Telephone: 212-902-2317
		  	Facsimile: 212-256-5738
		  	Email: simon.watson@ny.ibd.email.gs.com
		
		  	With a copy to:
		
		  	Attention: Bryan Goldstein, Equity Capital Markets


  
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		  	Equity Capital Markets
		  	Telephone: +1-212-855-9696
		  	Facsimile: +1-212-256-5456
		  	Email: bryan.goldstein@ny.ibd.gmail.gs.com
		
		  	And email notification to the following address:
		  	Eq-derivs-notifications@am.ibd.gs.com
		
	2.Calculation Agent.	  	GS&Co.

 3. Additional Mutual Representations, Warranties and Covenants of Each Party. In addition to the representations,
warranties and covenants in the Agreement, each party represents, warrants and covenants to the other party that: 
 (a) Eligible Contract
Participant. It is an “eligible contract participant”, as defined in the U.S. Commodity Exchange Act (as amended), and is entering into each Transaction hereunder as principal (and not as agent or in any other capacity, fiduciary or
otherwise) and not for the benefit of any third party. 
 (b) Accredited Investor. Each party acknowledges that the offer and sale of
each Transaction to it is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(a)(2) thereof. Accordingly, each party represents and warrants to the
other that (i) it has the financial ability to bear the economic risk of its investment in each Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined under
Regulation D under the Securities Act and (iii) the disposition of each Transaction is restricted under this Master Confirmation, the Securities Act and state securities laws. 

4. Additional Representations, Warranties and Covenants of Counterparty. In addition to the representations, warranties and covenants
in the Agreement, Counterparty represents, warrants and covenants to GS&Co. that: 
 (a) It and its affiliates have not announced or been
engaged in at any time during the ten business days preceding the Trade Date, and will not announce or be engaged in at any time during the Relevant Period (as defined below in clause (g) of this Section 4), an “issuer tender
offer” as such term is defined in Rule 13e-4 under the Exchange Act nor is it aware of any third party tender offer with respect to the Shares within the meaning of Rule 13e-1 under the Exchange Act. 

(b) It is not entering into any Transaction (i) on the basis of, and is not aware of, any material non-public information with respect to
the Shares (ii) in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer or (iii) to create actual or apparent trading activity in the Shares (or any
security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares). 

(c) Each Transaction is being entered into pursuant to a publicly disclosed Share buy-back program and its Board of Directors has approved the
use of derivatives to effect the Share buy-back program. 
 (d) Without limiting the generality of Section 13.1 of the Equity Definitions,
Counterparty acknowledges that neither GS&Co. nor any of its affiliates is making any representations or warranties or taking any position or expressing any view with respect to the treatment of any Transaction under any accounting standards
including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging – Contracts in Entity’s
Own Equity. 
 (e) As of (i) the date hereof and (ii) the Trade Date for each Transaction hereunder, Counterparty is in
compliance with its reporting obligations under the Exchange Act and its most recent Annual Report on Form 10-K, together with all reports subsequently filed by it pursuant to the Exchange Act, taken together and as amended and


  
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supplemented to the date of this representation, do not, as of their respective filing dates, contain any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 

(f) Counterparty shall report each Transaction as required under the Exchange Act and the rules and regulations thereunder. 

(g) The Shares are not, and Counterparty will not cause the Shares to be, subject to a “restricted period” (as defined in
Regulation M promulgated under the Exchange Act) at any time during any Regulation M Period (as defined below) for any Transaction unless Counterparty has provided written notice to GS&Co. of such restricted period not later than the Scheduled
Trading Day immediately preceding the first day of such “restricted period”; Counterparty acknowledges that any such notice may cause a Disrupted Day to occur pursuant to Section 5 below; accordingly, Counterparty acknowledges that
its delivery of such notice must comply with the standards set forth in Section 6 below; “Regulation M Period” means, for any Transaction, (i) the Relevant Period (as defined below) and (ii) the Settlement Valuation
Period, if any, for such Transaction. “Relevant Period” means, for any Transaction, the period commencing on the Calculation Period Start Date for such Transaction and ending on the earlier of (i) the Scheduled Termination Date
and (ii) the last Additional Relevant Day (as specified in the related Supplemental Confirmation) for such Transaction, or such earlier day as elected by GS&Co. and communicated to Counterparty on such day (or, if later, the First
Acceleration Date without regard to any acceleration thereof pursuant to “Special Provisions for Acquisition Transaction Announcements” below). 

(h) As of the Trade Date and the Prepayment Date for each Transaction, Counterparty is not “insolvent” (as such term is defined
under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and Counterparty would be able to purchase a number of Shares with a value equal to the Prepayment Amount in
compliance with the laws of the jurisdiction of Counterparty’s incorporation. 
 (i) Counterparty is not and, after giving effect to
any Transaction, will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. 

(j) Counterparty has not and will not enter into agreements similar to the Transactions described herein where any initial hedge period,
calculation period, relevant period or settlement valuation period (each however defined) in such other transaction will overlap at any time (including as a result of extensions in such initial hedge period, calculation period, relevant period or
settlement valuation period as provided in the relevant agreements) with any Relevant Period or, if applicable, any Settlement Valuation Period under this Master Confirmation. In the event that the initial hedge period, relevant period, calculation
period or settlement valuation period in any other similar transaction overlaps with any Relevant Period or, if applicable, Settlement Valuation Period under this Master Confirmation as a result of any postponement of the Scheduled Termination Date
or extension of the Settlement Valuation Period pursuant to “Valuation Disruption” above, Counterparty shall promptly amend such transaction to avoid any such overlap. 

5. Regulatory Disruption. In the event that GS&Co. concludes, in good faith and in consultation with counsel, that it is appropriate with respect
to any legal, regulatory or self-regulatory requirements or related policies and procedures generally applicable to the relevant line of business (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily
adopted by GS&Co.), for it to refrain from or decrease any market activity on any Scheduled Trading Day or Days during the Calculation Period or, if applicable, the Settlement Valuation Period, GS&Co. may by written notice to Counterparty
elect to deem that a Market Disruption Event has occurred and will be continuing on such Scheduled Trading Day or Days. 
 6. 10b5-1 Plan.
Counterparty represents, warrants and covenants to GS&Co. that: 
 (a) Counterparty is entering into this Master Confirmation and each
Transaction hereunder in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) or any other antifraud or anti-manipulation provisions of the federal or
applicable state securities laws and that it has not entered into or altered and will not enter into or alter any “corresponding or hedging transaction” 

  
 10 








 
(within the meaning of Rule 10b5-1) or position with respect to the Shares. Counterparty acknowledges that it is the intent of the parties that each Transaction entered into under this Master
Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and each Transaction entered into under this Master Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c). 

(b) Counterparty will not seek to control or influence GS&Co.’s decision to make any “purchases or sales” (within the
meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under any Transaction entered into under this Master Confirmation, including, without limitation, GS&Co.’s decision to enter into any hedging transactions. Counterparty represents and warrants that it
has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Master Confirmation and each Supplemental Confirmation under Rule 10b5-1. 

(c) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Master Confirmation or the relevant
Supplemental Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification,
waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director,
manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares. 
 7. Counterparty
Purchases. Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act (“Rule 10b-18”)) shall not, without the prior written consent of GS&Co. (which consent shall be deemed to be
given in the case of the Concurrent OMR Repurchases, as defined below), directly or indirectly purchase any Shares (including by means of a derivative instrument), listed contracts on the Shares or securities that are convertible into, or
exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Relevant Period or, if applicable, Settlement Valuation Period, except through GS&Co.;
provided that (x) purchases of Shares that do not constitute “Rule 10b-18 purchases” under subparagraphs (ii) or (iii) of Rule 10b-18(a)(13) (y) withholding of Shares from holders of employee stock options to cover
amounts payable (including tax liabilities and/or payment of exercise price) in respect of the exercise of employee stock options, and (z) privately negotiated off-exchange repurchases of Shares that are not reasonably expected to result in
purchases of Shares in the market shall, in each case, not be subject to this Section 7. “Concurrent OMR Repurchases” means one or more Share repurchase transactions entered into between GS&Co. and Counterparty on terms
acceptable to GS&Co. to the extent that, on any day during the Relevant Period or, if applicable, Settlement Valuation Period (A) the aggregate number of Shares repurchased under such transactions on such day, does not exceed 5% of the
“ADTV” for the Shares (as defined in Rule 10b-18) and (B) Counterparty will not be permitted to effect any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18) except to the extent GS&Co. agrees in its sole discretion. 

8. Special Provisions for Merger Transactions. Notwithstanding anything to the contrary herein or in the Equity Definitions: 

(a) Counterparty agrees that it: 

(i) will not during the period commencing on the Trade Date through the end of the Relevant Period or, if applicable, the
Settlement Valuation Period for any Transaction make, permit any of its affiliates to make, or (to the extent reasonably within its control and after using commercially reasonable efforts) permit any other party to make, any public announcement (as
defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction (a “Public Announcement”) unless such Public Announcement is made prior to the opening or after the close of the regular
trading session on the Exchange for the Shares; 
 (ii) shall promptly (but in any event prior to the next opening of the
regular trading session on the Exchange) notify GS&Co. following any such Public Announcement that such Public Announcement has been made; and 

  
 11 








 (iii) shall promptly (but in any event prior to the next opening of the regular
trading session on the Exchange) provide GS&Co. with written notice specifying (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the
announcement date that were not effected through GS&Co. or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the date of
such Public Announcement. Such written notice shall be deemed to be a certification by Counterparty to GS&Co. that such information is true and correct. In addition, Counterparty shall promptly notify GS&Co. of the earlier to occur of the
completion of the relevant Merger Transaction and the completion of the vote by target shareholders. 
 (b) Counterparty acknowledges that a
Public Announcement may cause the terms of any Transaction to be adjusted or such Transaction to be terminated; accordingly, Counterparty acknowledges that in making any Public Announcement, it must comply with the standards set forth in
Section 6 above. 
 (c) Upon the occurrence of any Public Announcement (whether made by Counterparty or a third party) GS&Co. in
its sole discretion may (i) make commercially reasonable adjustments to the terms of any Transaction, including, without limitation, the Scheduled Termination Date or the Forward Price Adjustment Amount, and/or suspend the Calculation Period
and/or any Settlement Valuation Period or (ii) treat the occurrence of such Public Announcement as an Additional Termination Event with Counterparty as the sole Affected Party and the Transactions hereunder as the Affected Transactions and with
the amount under Section 6(e) of the Agreement determined taking into account the fact that the Calculation Period or Settlement Valuation Period, as the case may be, had fewer Scheduled Trading Days than originally anticipated. 

“Merger Transaction” means any merger, acquisition or similar transaction involving a recapitalization as contemplated
by Rule 10b-18(a)(13)(iv) under the Exchange Act. 
 9. Special Provisions for Acquisition Transaction Announcements. (a) If an
Acquisition Transaction Announcement occurs on or prior to the Settlement Date for any Transaction, then the Calculation Agent shall make such adjustments to the exercise, settlement, payment or any other terms of such Transaction as the Calculation
Agent determines appropriate, at such time or at multiple times as the Calculation Agent determines appropriate, to account for the economic effect on such Transaction of such Transaction Announcement (including adjustments to account for changes in
volatility, expected dividends, stock loan rate, the value of maintaining or establishing any commercially reasonable Hedge Positions in connection with the Transaction and liquidity relevant to the Shares or to such Transaction). If an Acquisition
Transaction Announcement occurs after the Trade Date, but prior to the First Acceleration Date of any Transaction, the First Acceleration Date shall be the date of such Acquisition Transaction Announcement. 

(b) “Acquisition Transaction Announcement” means (i) the announcement of an Acquisition Transaction, (ii) an
announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into,
or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or
(v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent,
understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party. 

(c) “Acquisition Transaction” means (i) any Merger Event (for purposes of this definition the definition of Merger Event
shall be read with the references therein to “100%” being replaced by “25%” and to “50%” by “75%” and without reference to the clause beginning immediately following the definition of Reverse Merger therein to
the end of such definition), Tender Offer or Merger Transaction (provided that, for purposes of this Section 9, the Merger Transaction, as determined by the Calculation Agent, involves consideration (x) valued in excess of 25% of the
market capitalization of Counterparty measured as of the Exchange Business Day immediately preceding the relevant date of announcement or (y) consisting of a number of Shares that exceeds 25% of the


  
 12 








 
number of outstanding Shares measured as of the Exchange Business Day immediately preceding the relevant date of announcement) or any other transaction involving the merger of Counterparty with
or into any third party, (ii) the sale or transfer of all or substantially all of the assets of Counterparty, (iii) a recapitalization, reclassification, binding share exchange or other similar transaction, (iv) any acquisition,
lease, exchange, transfer, disposition (including by way of spin-off or distribution) of assets (including any capital stock or other ownership interests in subsidiaries) or other similar event by Counterparty or any of its subsidiaries where the
aggregate consideration transferable or receivable by or to Counterparty or its subsidiaries exceeds 25% of the market capitalization of Counterparty measured as of the Exchange Business Day immediately preceding the relevant date of announcement
and (v) any transaction in which Counterparty or its board of directors has a legal obligation to make a recommendation to its shareholders in respect of such transaction (whether pursuant to Rule 14e-2 under the Exchange Act or otherwise).

 10. Acknowledgments. (a) The parties hereto intend for: 

(i) each Transaction to be a “securities contract” as defined in Section 741(7) of the Bankruptcy Code, a
“swap agreement” as defined in Section 101(53B) of the Bankruptcy Code and a “forward contract” as defined in Section 101(25) of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by,
among other Sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code; 

(ii) the Agreement to be a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code;

 (iii) a party’s right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or
payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of
any Transaction to constitute a “contractual right” (as defined in the Bankruptcy Code); and 
 (iv) all payments
for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute “settlement payments” and
“transfers” (as defined in the Bankruptcy Code). 
 (b) Counterparty acknowledges that: 

(i) during the term of any Transaction, GS&Co. and its affiliates may buy or sell Shares or other securities or buy or sell options or
futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to such Transaction; 

(ii) GS&Co. and its affiliates may also be active in the market for the Shares and derivatives linked to the Shares other than in
connection with hedging activities in relation to any Transaction, including acting as agent or as principal and for its own account or on behalf of customers; 

(iii) GS&Co. shall make its own determination as to whether, when or in what manner any hedging or market activities in
Counterparty’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and the VWAP Price; 

(iv) any market activities of GS&Co. and its affiliates with respect to the Shares may affect the market price and volatility of the
Shares, as well as the Forward Price and VWAP Price, each in a manner that may be adverse to Counterparty; and 
 (v) each Transaction is a
derivatives transaction in which it has granted GS&Co. an option; GS&Co. may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related
Transaction. 

  
 13 








 (c) Counterparty: 

(i) is an “institutional account” as defined in FINRA Rule 4512(c); 

(ii) is capable of evaluating investment risks independently, both in general and with regard to all transactions and
investment strategies involving a security or securities, and will exercise independent judgment in evaluating the recommendations of GS&Co. or its associated persons, unless it has otherwise notified GS&Co. in writing; and 

(iii) will notify GS&Co. if any of the statements contained in clause (i) or (ii) of this Section 10(c)
ceases to be true. 
 11. Credit Support Documents. The parties hereto acknowledge that no Transaction hereunder is secured by any collateral that
would otherwise secure the obligations of Counterparty herein or pursuant to the Agreement. 
 12. Set-off. (a) The parties agree to amend
Section 6 of the Agreement by deleting Section 6(f) thereof and replacing it with the following: 
 “(f) Upon the occurrence
of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other
person to set-off or apply any obligation of X owed to Y (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any
obligation of Y owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any
set-off effected under this Section 6(f). 
 Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y
into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If any obligation is unascertained, Y may in good faith
estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section 6(f) shall be effective to create a charge or other security
interest. This Section 6(f) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or
otherwise).” 
 (b) Notwithstanding anything to the contrary in the foregoing, GS&Co. agrees not to set off or net amounts due from
Counterparty with respect to any Transaction against amounts due from GS&Co. to Counterparty with respect to contracts or instruments that are not Equity Contracts. “Equity Contract” means any transaction or instrument that does
not convey to GS&Co. rights, or the ability to assert claims, that are senior to the rights and claims of common stockholders in the event of Counterparty’s bankruptcy. 

13. Delivery of Shares. Notwithstanding anything to the contrary herein, GS&Co. may, by prior notice to Counterparty, satisfy its obligation to
deliver any Shares or other securities on any date due (an “Original Delivery Date”) by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date,
so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date. 

  
 14 








 14. Early Termination. In the event that an Early Termination Date (whether as a result of an Event of
Default or a Termination Event) occurs or is designated with respect to any Transaction (except as a result of a Merger Event in which the consideration or proceeds to be paid to holders of Shares consists solely of cash), if either party would owe
any amount to the other party pursuant to Section 6(d)(ii) of the Agreement (any such amount, a “Payment Amount”), then, in lieu of any payment of such Payment Amount, Counterparty may, no later than the Early Termination Date
or the date on which such Transaction is terminated, elect to deliver or for GS&Co. to deliver, as the case may be, to the other party a number of Shares (or, in the case of a Merger Event, a number of units, each comprising the number or amount
of the securities or property that a hypothetical holder of one Share would receive in such Merger Event (each such unit, an “Alternative Delivery Unit” and, the securities or property comprising such unit, “Alternative
Delivery Property”)) with a value equal to the Payment Amount, as determined by the Calculation Agent (and the parties agree that, in making such determination of value, the Calculation Agent may take into account a number of factors,
including the market price of the Shares or Alternative Delivery Property on the date of early termination and, if such delivery is made by GS&Co., the prices at which GS&Co. purchases Shares or Alternative Delivery Property to fulfill its
delivery obligations under this Section 14); provided that in determining the composition of any Alternative Delivery Unit, if the relevant Merger Event involves a choice of consideration to be received by holders, such holder shall be
deemed to have elected to receive the maximum possible amount of cash; and provided further that Counterparty may make such election only if Counterparty represents and warrants to GS&Co. in writing on the date it notifies GS&Co. of
such election that, as of such date, Counterparty is not aware of any material non-public information concerning the Shares and is making such election in good faith and not as part of a plan or scheme to evade compliance with the federal securities
laws. If such delivery is made by Counterparty, paragraphs 2 through 7 of Annex A shall apply as if such delivery were a settlement of the Transaction to which Net Share Settlement applied, the Cash Settlement Payment Date were the Early Termination
Date and the Forward Cash Settlement Amount were zero (0) minus the Payment Amount owed by Counterparty. 
 15. Calculations and Payment Date
upon Early Termination. The parties acknowledge and agree that in calculating Close-out Amount pursuant to Section 6 of the Agreement GS&Co. may (but need not) determine losses incurred in connection with terminating, liquidating or
re-establishing any hedge without reference to actual losses incurred but based on expected losses assuming a commercially reasonable (including without limitation with regard to reasonable legal and regulatory guidelines) risk bid were used to
determine such losses to avoid awaiting the delay associated with closing out any hedge or related trading position in a commercially reasonable manner prior to or sooner following the designation of an Early Termination Date. Notwithstanding
anything to the contrary in Section 6(d)(ii) of the Agreement, all amounts calculated as being due in respect of an Early Termination Date under Section 6(e) of the Agreement will be payable on the day that notice of the amount payable is
effective; provided that if Counterparty elects to receive Shares or Alternative Delivery Property in accordance with Section 14, such Shares or Alternative Delivery Property shall be delivered on a date selected by GS&Co. as
promptly as practicable. 
 16. Automatic Termination Provisions. Notwithstanding anything to the contrary in Section 6 of the Agreement, if a
Termination Price is specified in any Supplemental Confirmation, then an Additional Termination Event with Counterparty as the sole Affected Party and the Transaction to which such Supplemental Confirmation relates as the Affected Transaction will
automatically occur without any notice or action by GS&Co. or Counterparty if the VWAP Price of the Shares is below such Termination Price on any Exchange Business Day, such Exchange Business Day will be the “Early Termination Date”
for purposes of the Agreement. 
 17. Delivery of Cash. For the avoidance of doubt, nothing in this Master Confirmation shall be interpreted as
requiring Counterparty to deliver cash in respect of the settlement of the Transactions contemplated by this Master Confirmation following payment by Counterparty of the relevant Prepayment Amount, except in circumstances where the required cash
settlement thereof is permitted for classification of the contract as equity by ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, as in effect on the relevant Trade Date (including, without limitation, where
Counterparty so elects to deliver cash or fails timely to elect to deliver Shares or Alternative Delivery Property in respect of the settlement of such Transactions). 

18. Claim in Bankruptcy. GS&Co. acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the
Transactions that are senior to the claims of common stockholders in the event of Counterparty’s bankruptcy. 

  
 15 








 19. Governing Law. The Agreement, this Master Confirmation, each Supplemental Confirmation and all matters
arising in connection with the Agreement, this Master Confirmation and each Supplemental Confirmation shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (without reference to its choice of laws
doctrine other than Title 14 of Article 5 of the New York General Obligations Law). 
 20. Illegality. The parties agree that, for the avoidance of
doubt, for purposes of Section 5(b)(i) of the Agreement, “any applicable law” shall include the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any rules and regulations promulgated thereunder and any similar law or
regulation, without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade
Date, and the consequences specified in the Agreement, including without limitation, the consequences specified in Section 6 of the Agreement, shall apply to any Illegality arising from any such act, rule or regulation. 

21. Offices. 
 (a) The Office of
GS&Co. for each Transaction is: 200 West Street, New York, New York 10282-2198. 
 (b) The Office of Counterparty for each Transaction
is: 92 Pitts Bay Road, Pembroke, Bermuda HM 08. 
 22. Account Opening Agreements. If in connection with any Transaction there is any inconsistency
between the Agreement, this Master Confirmation, any Supplemental Confirmation and the Equity Definitions, on the one hand, and the New Account Agreement for Corporate Repurchase Programs, entered into between GS&Co. and Counterparty in
connection with executing this Master Confirmation, as amended or supplemented from time to time, the Agreement, this Master Confirmation, and Supplemental Confirmation and the Equity Definitions, as the case may be, shall prevail for purposes of
such Transaction 
 23. Submission to Jurisdiction. Section 13(b) of the Agreement is hereby deleted in its entirety and replaced by the
following: 
 “Each party hereby irrevocably and unconditionally submits for itself and its property in any suit, legal action or
proceeding relating to this Agreement and/or any Transaction, or for recognition and enforcement of any judgment in respect thereof, (each, “Proceedings”) to the exclusive jurisdiction of the Supreme Court of the State of New York,
sitting in New York County, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof. Nothing in the Master Confirmation, any Supplemental Confirmation or this Agreement precludes either
party from bringing Proceedings in any other jurisdiction if (A) the courts of the State of New York or the United States of America for the Southern District of New York lacks jurisdiction over the parties or the subject matter of the
Proceedings or declines to accept the Proceedings on the grounds of lacking such jurisdiction; (B) the Proceedings are commenced by a party for the purpose of enforcing against the other party’s property, assets or estate any decision or
judgment rendered by any court in which Proceedings may be brought as provided hereunder; (C) the Proceedings are commenced to appeal any such court’s decision or judgment to any higher court with competent appellate jurisdiction over that
court’s decisions or judgments if that higher court is located outside the State of New York or Borough of Manhattan, such as a federal court of appeals or the U.S. Supreme Court; or (D) any suit, action or proceeding has been commenced in
another jurisdiction by or against the other party or against its property, assets or estate and, in order to exercise or protect its rights, interests or remedies under this Agreement, the Master Confirmation or any Supplemental Confirmation the
party (1) joins, files a claim, or takes any other action, in any such suit, action or proceeding or (2) otherwise commences any Proceeding in that other jurisdiction as the result of that other suit, action or proceeding having commenced
in that other jurisdiction.” 
 24. Waiver of Trial by Jury. EACH OF COUNTERPARTY AND GS&CO. HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF
AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) 


  
 16 








 
ARISING OUT OF OR RELATING TO THE AGREEMENT, THIS MASTER CONFIRMATION, EACH SUPPLEMENTAL CONFIRMATION AND EACH TRANSACTION OR THE ACTIONS OF EITHER PARTY OR ITS RESPECTIVE AFFILIATES IN THE
NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF. 
 25. Counterparts. This Master Confirmation may be executed in any number of counterparts, all
of which shall constitute one and the same instrument, and any party hereto may execute this Master Confirmation by signing and delivering one or more counterparts. 

26. Service of Process. Counterparty appoints as its Process Agent: 

AXIS 
 Attn: Legal Counsel 

1211 Avenue of the Americas, 24th Floor 

New York, NY 10036 

  
 17 








 EXECUTION VERSION 

Counterparty hereby agrees (a) to check this Master Confirmation carefully and immediately upon receipt so that errors or discrepancies
can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth the terms of the agreement between GS&Co. and Counterparty with respect to any particular
Transaction to which this Master Confirmation relates, by manually signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed
copy to Equity Derivatives Documentation Department, Facsimile No. 212-428-1980/83. 
  

			
	Yours faithfully,
	
	 GOLDMAN, SACHS & CO.

		
	 By:
	 	 /s/ Lauren Havens

		 	Authorized Signatory


  

			
	Agreed and Accepted By:
	
	AXIS CAPITAL HOLDINGS LIMITED
		
	 By:
	 	 /s/ Jose Osset

	 Name:   Jose Osset

	 Title:   Sr. Vice President and Treasurer









 EXECUTION VERSION 

SCHEDULE A 
 SUPPLEMENTAL
CONFIRMATION 
  

			
	 To:
	  	 AXIS Capital Holdings Limited

 92 Pitts
Bay Road

 Pembroke, Bermuda HM 08

	  
 From:
	  	Goldman, Sachs & Co.
		
	 Subject:
	  	Accelerated Stock Buyback
		
	 Ref. No:
	  	[Insert Reference No.]
		
	 Date:
	  	[Insert Date]

 The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction
entered into between Goldman, Sachs & Co. (“GS&Co.”) and AXIS Capital Holdings Limited (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This
Supplemental Confirmation is a binding contract between GS&Co. and Counterparty as of the relevant Trade Date for the Transaction referenced below. 

1. This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of August 17, 2015 (the
“Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.

 2. The terms of the Transaction to which this Supplemental Confirmation relates are as follows: 

 

					
	 Trade Date:
	  	[            ]	  	
			
	 Forward Price Adjustment Amount:
	  	USD [            ]	  	
			
	 Calculation Period Start Date:
	  	[            ]	  	
			
	 Scheduled Termination Date:
	  	[            ]	  	
			
	 First Acceleration Date:
	  	[            ]	  	
			
	 Prepayment Amount:
	  	USD [            ]	  	
			
	 Prepayment Date:
	  	[             ]	  	


  
 A-1 









			
	 Initial Shares:
	  	[                     ] Shares; provided that if, in connection with the Transaction, GS&Co. is unable to borrow or
otherwise acquire a number of Shares equal to the Initial Shares for delivery to Counterparty on the Initial Share Delivery Date, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to such number of Shares that
GS&Co. is able to so borrow or otherwise acquire, and thereafter GS&Co. shall continue to use commercially reasonable efforts to borrow or otherwise acquire a number of Shares, at a stock borrow cost no greater than the Initial Stock Loan
Rate, equal to the shortfall in the Initial Share Delivery and to deliver such additional Shares as soon as reasonably practicable but only to the extent such delivery of additional Shares would not cause a Hedging Disruption, a Loss of Stock Borrow
or an Increased Cost of Stock Borrow to occur (it being understood, for the avoidance of doubt, that in using such commercially reasonable efforts GS&Co. shall act in good faith and in accordance with its then current policies, practices and
procedures (including without limitation any policies, practices or procedures relating to counterparty risk, market risk, reputational risk, credit, documentation, legal, regulatory capital, compliance and collateral), and shall not be required to
enter into any securities lending transaction or transact with any potential securities lender if such transaction would not be in accordance with such policies, practices and procedures). For the avoidance of doubt, the aggregate of all shares
delivered to Counterparty in respect of the Transaction pursuant to this paragraph shall be the “number of Initial Shares” for purposes of “Number of Shares to be Delivered” in the Master Confirmation.
		
	 Initial Share Delivery Date:
	  	[                     ]
		
	 Ordinary Dividend Amount:
	  	For any calendar quarter, USD [         ]
		
	 Scheduled Ex-Dividend Dates:
	  	[             ]
		
	 Termination Price:
	  	USD [             ] per Share
		
	 Additional Relevant Days:
	  	The [             ] Exchange Business Days immediately following the Calculation Period.

 3. Counterparty represents and warrants to GS&Co. that neither it nor any “affiliated purchaser” (as defined in
Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during either (i) the four full calendar weeks immediately preceding the Trade Date or (ii) during the
calendar week in which the Trade Date occurs. 
 4. This Supplemental Confirmation may be executed in any number of counterparts, all of which shall
constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts. 

  
 A-2 








 EXECUTION VERSION 

Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or
discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth the terms of the agreement between GS&Co. and Counterparty with respect to the
Transaction to which this Supplemental Confirmation relates, by manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning
an executed copy to Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83. 
  

			
	Yours sincerely,
	
	GOLDMAN, SACHS & CO.
		
	By:	 	  

		 	Authorized Signatory


  

			
	Agreed and Accepted By:
	
	AXIS CAPITAL HOLDINGS LIMITED
		
	By:	 	  

		 	  Name:
		 	  Title:


  
 A-3 








 EXECUTION VERSION 

ANNEX A 
 COUNTERPARTY SETTLEMENT
PROVISIONS 
 1. The following Counterparty Settlement Provisions shall apply to the extent indicated under the Master Confirmation: 

 

			
	 Settlement Currency:
	  	USD
		
	 Settlement Method Election:
	  	Applicable; provided that (i) Section 7.1 of the Equity Definitions is hereby amended by deleting the word “Physical” in the sixth line thereof and replacing it with the words “Net Share” and (ii)
the Electing Party may make a settlement method election only if the Electing Party represents and warrants to GS&Co. in writing on the date it notifies GS&Co. of its election that, as of such date, the Electing Party is not aware of any
material non-public information concerning Counterparty or the Shares and is electing the settlement method in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.
		
	 Electing Party:
	  	Counterparty
		
	 Settlement Method Election Date:
	  	The earlier of (i) the Scheduled Termination Date and (ii) the second Exchange Business Day immediately following the Accelerated Termination Date (in which case the election under Section 7.1 of the Equity Definitions shall be
made no later than 10 minutes prior to the open of trading on the Exchange on such second Exchange Business Day), as the case may be
		
	 Default Settlement Method:
	  	Cash Settlement
		
	 Forward Cash Settlement Amount:
	  	The Number of Shares to be Delivered multiplied by the Settlement Price
		
	 Settlement Price:
	  	The average of the VWAP Prices for the Exchange Business Days in the Settlement Valuation Period, subject to Valuation Disruption as specified in the Master Confirmation
		
	 Settlement Valuation Period:
	  	A number of Scheduled Trading Days selected by GS&Co. in its reasonable discretion, beginning on the Scheduled Trading Day immediately following the earlier of (i) the Scheduled Termination Date or (ii) the Exchange Business
Day immediately following the Termination Date
		
	 Cash Settlement:
	  	If Cash Settlement is applicable, then Buyer shall pay to Seller the absolute value of the Forward Cash Settlement Amount on the Cash Settlement Payment Date.
		
	 Cash Settlement
	  	



  
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	Payment Date:	  	The date one Settlement Cycle following the last day of the Settlement Valuation Period.
		
	Net Share Settlement	  	
	Procedures:	  	If Net Share Settlement is applicable, Net Share Settlement shall be made in accordance with paragraphs 2 through 7 below.


 2. Net Share Settlement shall be made by delivery on the Cash Settlement Payment Date of a number
of Shares satisfying the conditions set forth in paragraph 3 below (the “Registered Settlement Shares”), or a number of Shares not satisfying such conditions (the “Unregistered Settlement Shares”), in either case
with a value equal to the absolute value of the Forward Cash Settlement Amount, with such Shares’ value based on the value thereof to GS&Co. (which value shall, in the case of Unregistered Settlement Shares, take into account a commercially
reasonable illiquidity discount), in each case as determined by the Calculation Agent. For the avoidance of doubt, if delivery of any Shares would not satisfy the conditions listed in paragraph 3 below, the provisions of paragraph 4 below shall
apply to such delivery. 
 3. Counterparty may only deliver Registered Settlement Shares pursuant to paragraph 2 above if: 

(a) a registration statement covering public resale of the Registered Settlement Shares by GS&Co. (the “Registration
Statement”) shall have been filed with the Securities and Exchange Commission under the Securities Act and been declared or otherwise become effective on or prior to the date of delivery, and no stop order shall be in effect with respect to
the Registration Statement; a printed prospectus relating to the Registered Settlement Shares (including any prospectus supplement thereto, the “Prospectus”) shall have been delivered to GS&Co., in such quantities as GS&Co.
shall reasonably have requested, on or prior to the date of delivery; 
 (b) the form and content of the Registration Statement and the
Prospectus (including, without limitation, any sections describing the plan of distribution) shall be satisfactory to GS&Co.; 
 (c) as
of or prior to the date of delivery, GS&Co. and its agents shall have been afforded a reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities
of similar size and the results of such investigation are satisfactory to GS&Co., in its good faith discretion; and 
 (d) as of the
date of delivery, an agreement (the “Underwriting Agreement”) shall have been entered into with GS&Co. in connection with the public resale of the Registered Settlement Shares by GS&Co. substantially similar to underwriting
agreements customary for underwritten offerings of equity securities of similar size, in form and substance satisfactory to GS&Co., which Underwriting Agreement shall include, without limitation, provisions substantially similar to those
contained in such underwriting agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, GS&Co. and its affiliates and the provision of customary opinions, accountants’ comfort
letters and lawyers’ negative assurance letters. 
 4. If Counterparty delivers Unregistered Settlement Shares pursuant to paragraph 2
above: 
 (a) all Unregistered Settlement Shares shall be delivered to GS&Co. (or any affiliate of GS&Co. designated by GS&Co.)
pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof; 
 (b) as of or
prior to the date of delivery, GS&Co. and any potential purchaser of any such shares from GS&Co. (or any affiliate of GS&Co. designated by GS&Co.) identified by GS&Co. shall be afforded a commercially reasonable opportunity to
conduct a due diligence investigation with respect to Counterparty customary in scope for private placements of equity securities of similar size (including, without limitation, the right to have made available to them for inspection all financial
and other records, pertinent corporate documents and other information reasonably requested by them); 

  
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 (c) as of the date of delivery, Counterparty shall enter into an agreement (a “Private
Placement Agreement”) with GS&Co. (or any affiliate of GS&Co. designated by GS&Co.) in connection with the private placement of such shares by Counterparty to GS&Co. (or any such affiliate) and the private resale of such
shares by GS&Co. (or any such affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities of similar size, in form and substance commercially reasonably satisfactory to
GS&Co., which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the indemnification of, and
contribution in connection with the liability of, GS&Co. and its affiliates and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters, and shall provide for the payment by
Counterparty of all reasonable fees and expenses in connection with such resale, including all fees and expenses of counsel for GS&Co., and shall contain representations, warranties, covenants and agreements of Counterparty reasonably necessary
or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales; and 

(d) in connection with the private placement of such shares by Counterparty to GS&Co. (or any such affiliate) and the private resale of
such shares by GS&Co. (or any such affiliate), Counterparty shall, if so requested by GS&Co., prepare, in cooperation with GS&Co., a private placement memorandum in form and substance reasonably satisfactory to GS&Co. 

5. GS&Co., itself or through an affiliate (the “Selling Agent”) or any underwriter(s), will sell all, or such lesser
portion as may be required hereunder, of the Registered Settlement Shares or Unregistered Settlement Shares and any Makewhole Shares (as defined below) (together, the “Settlement Shares”) delivered by Counterparty to GS&Co.
pursuant to paragraph 6 below commencing on the Cash Settlement Payment Date and continuing until the date on which the aggregate Net Proceeds (as such term is defined below) of such sales, as determined by GS&Co., is equal to the absolute value
of the Forward Cash Settlement Amount (such date, the “Final Resale Date”). If the proceeds of any sale(s) made by GS&Co., the Selling Agent or any underwriter(s), net of any fees and commissions (including, without limitation,
underwriting or placement fees) customary for similar transactions under the circumstances at the time of the offering, together with carrying charges and expenses incurred in connection with the offer and sale of the Shares (including, but without
limitation to, the covering of any over-allotment or short position (syndicate or otherwise)) (the “Net Proceeds”) exceed the absolute value of the Forward Cash Settlement Amount, GS&Co. will refund, in USD, such excess to
Counterparty on the date that is three (3) Currency Business Days following the Final Resale Date, and, if any portion of the Settlement Shares remains unsold, GS&Co. shall return to Counterparty on that date such unsold Shares. 

6. If the Calculation Agent determines that the Net Proceeds received from the sale of the Registered Settlement Shares or Unregistered
Settlement Shares or any Makewhole Shares, if any, pursuant to this paragraph 6 are less than the absolute value of the Forward Cash Settlement Amount (the amount in USD by which the Net Proceeds are less than the absolute value of the Forward Cash
Settlement Amount being the “Shortfall” and the date on which such determination is made, the “Deficiency Determination Date”), Counterparty shall on the Exchange Business Day next succeeding the Deficiency
Determination Date (the “Makewhole Notice Date”) deliver to GS&Co., through the Selling Agent, a notice of Counterparty’s election that Counterparty shall either (i) pay an amount in cash equal to the Shortfall on the
day that is one (1) Currency Business Day after the Makewhole Notice Date, or (ii) deliver additional Shares. If Counterparty elects to deliver to GS&Co. additional Shares, then Counterparty shall deliver additional Shares in
compliance with the terms and conditions of paragraph 3 or paragraph 4 above, as the case may be (the “Makewhole Shares”), on the first Clearance System Business Day which is also an Exchange Business Day following the Makewhole
Notice Date in such number as the Calculation Agent reasonably believes would have a market value on that Exchange Business Day equal to the Shortfall. Such Makewhole Shares shall be sold by GS&Co. in accordance with the provisions above;
provided that if the sum of the Net Proceeds from the sale of the originally delivered Shares and the Net Proceeds from the sale of any Makewhole Shares is less than the absolute value of the Forward Cash Settlement Amount then Counterparty
shall, at its election, either make such cash payment or deliver to GS&Co. further Makewhole Shares until such Shortfall has been reduced to zero. 

  
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 7. Notwithstanding the foregoing, in no event shall the aggregate number of Settlement
Shares and Makewhole Shares be greater than the Reserved Shares minus the amount of any Shares actually delivered by Counterparty under any other Transaction(s) under this Master Confirmation (the result of such calculation, the
“Capped Number”). Counterparty represents and warrants (which shall be deemed to be repeated on each day that a Transaction is outstanding) that the Capped Number is equal to or less than the number of Shares determined according to
the following formula: 
 A – B 
  

			
	Where	  	 A = the number of authorized but unissued shares of the Counterparty that are not reserved for future issuance on the date of the
determination of the Capped Number; and
  

		  	B = the maximum number of Shares required to be delivered to third parties if Counterparty elected Net Share Settlement of all transactions in the Shares (other than Transactions in the Shares under this Master Confirmation) with
all third parties that are then currently outstanding and unexercised.


 “Reserved Shares” means initially, 10,373,444 Shares. The Reserved Shares may be
increased or decreased in a Supplemental Confirmation. 

  
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