S-8

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As filed with the Securities and Exchange Commission on November 4, 2003 Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

AXIS CAPITAL HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)

Bermuda (State or Other Jurisdiction of Incorporation)	6331 (Commission File Number)	Not applicable (I.R.S. Employer Identification No.)
106 Pitts Bay Road, Pembroke HM 08, Bermuda (Address of principal executive offices)

2003 Long-Term Equity Compensation Plan

2003 Directors Long-Term Equity Compensation Plan

Nonqualified Stock Option Agreement between
AXIS Capital Holdings Limited and Robert J. Newhouse, Jr.,
dated December 31, 2002
(Full title of the plans)

CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(Name and address of agent for service)

(212) 894-8600
(Telephone number, including area code, of agent for service)

Copy to:

Carol S. Rivers, Esq.
General Counsel
AXIS Capital Holdings Limited
106 Pitts Bay Road
Pembroke HM 08, Bermuda
Telephone: (441) 296-2600
Facsimile: (441) 297-9551

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Shares, par value $0.0125 per share	13,588,699 shares(3)	$8.65 $23.74	$40,264,409.25 $212,089,693.96	$20,416

(1)

Pursuant to paragraph (a) of Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), there are also registered hereunder such indeterminate number of additional shares as may become issuable under the above-captioned benefit plans as a result of stock splits, stock dividends or similar transactions that result in an increase in the number of the registrant's outstanding ordinary shares.

(2)

With respect to the 4,654,845 common shares issuable upon exercise of equity incentive awards that are currently outstanding, the proposed maximum offering price is calculated pursuant to paragraph (h) of Rule 457 under the Securities Act based on a weighted average exercise price of $8.65 per share. With respect to the 8,933,854 common shares that are currently authorized for issuance upon exercise of equity incentive awards that have not yet been granted under the 2003 Long-Term Equity Compensation Plan and the 2003 Directors Long-Term Equity Compensation Plan, the proposed maximum offering price is calculated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act on the basis of the average of the high and low sale prices for the common shares as reported on The New York Stock Exchange on October 28, 2003 solely for the purpose of calculating the registration fee.

(3)

Represents the maximum number of common shares issuable under the registrant's 2003 Long-Term Equity Compensation Plan, 2003 Directors Long-Term Equity Compensation Plan, and the Nonqualified Stock Option Agreement between the registrant and Robert J. Newhouse, Jr., dated December 31, 2002, including: (i) 4,262,845 common shares issuable upon exercise of equity incentive awards outstanding as of October 31, 2003 under the registrant's 2003 Long-Term Equity Compensation Plan and 7,778,987 common shares currently authorized for issuance upon the exercise of equity incentive awards that are not yet granted under the registrant's 2003 Long-Term Equity Compensation Plan; (ii) 32,000 common shares issuable upon exercise of equity incentive awards outstanding as of October 31, 2003 under the registrant's 2003 Directors Long-Term Equity Compensation Plan and 1,154,867 common shares currently authorized for issuance upon the exercise of equity incentive awards that are not yet granted under the registrant's 2003 Directors Long-Term Equity Compensation Plan; and (iii) 360,000 common shares issuable upon the exercise of options currently outstanding under the Nonqualified Stock Option Agreement between the registrant and Robert J. Newhouse, Jr., dated December 31, 2002.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents filed by AXIS Capital Holdings Limited (the "Company") with the Securities and Exchange Commission ("Commission") are incorporated herein by reference:

        (a)   The Company's Prospectus, dated July 1, 2003, filed pursuant to Rule 424(b) under the Securities Act that contains audited financial statements for the Company's latest fiscal year;

        (b)   The Company's Quarterly Report on Form 10-Q for the three months ended June 30, 2003;

        (c)   The Company's Current Report on Form 8-K, filed with the Commission on August 7, 2003; and

        (d)   The description of the Company's common shares contained in Item 1 of the Company's Registration Statement on Form 8-A filed with the Commission under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") on June 25, 2003, in which reference is made to the information set forth under the heading "Description of Share Capital" in the Company's Prospectus, which constitutes a part of the Company's Registration Statement on Form S-1, as amended (File No. 333-103620), filed under the Securities Act, including any amendment or report filed for the purpose of updating such description.

        All reports and other documents filed by the Company after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents.

ITEM 4.    DESCRIPTION OF THE SECURITIES

        Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Bye-law 30 of the Company's bye-laws provides, among other things, that: the directors, officers and any other persons appointed to a committee of the board of directors of the Company, and their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets of the Company to the full extent permitted by law from and against all actions, costs, charges, liabilities, losses, damages and expenses which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the conduct of the Company's business or the execution of their duty, or supposed duty, or in their respective offices or trusts, and none of them shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto; provided, that this indemnity shall not extend to any matter in which any of said persons is found, in a final judgment or decree not subject to appeal, to have committed fraud or dishonesty.

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        Bye-law 31 of the Company's bye-laws provides that each shareholder agrees to waive any claim or right of action it might have, whether individually or by or in the right of the Company, against any director or officer on account of any action taken by such director or officer, or the failure of such director or officer to take any action in the performance of his duties with or for the Company, provided that such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such director or officer.

        The Bermuda Companies Act of 1981, as amended (the "Companies Act"), provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act also provides that any provision, whether contained in the company's bye-laws or in a contract or arrangement between the company and the director, indemnifying such director against any liability which would attach to him in respect of his fraud or dishonesty will be void.

        The Company has purchased directors and officers liability insurance policies. Such insurance would be available to the Company's directors and officers in accordance with its terms. In addition, certain directors may be covered by directors and officers liability insurance policies purchased by their respective employers.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8.    EXHIBITS

4.1	Certificate of Incorporation and Memorandum of Association of the Company. (1)
4.2	Bye-Laws of the Company. (2)
4.3	Specimen Common Share Certificate. (3)
4.4	2003 Long-Term Equity Compensation Plan. (4)
4.5	2003 Directors Long-Term Equity Compensation Plan.
4.6	Nonqualified Stock Option Agreement between the Company and Robert J. Newhouse, Jr., dated December 31, 2002. (5)
5.1	Opinion of Conyers Dill & Pearman.
23.1	Consent of Deloitte & Touche.
23.2	Consent of Conyers Dill & Pearman (included as part of Exhibit 5.1).
24.1	Power of Attorney to file future amendments (set forth on the signature page of the Registration Statement).

(1)

Previously filed as Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 333-103620), filed with the Commission on April 16, 2003, as amended.

(2)

Previously filed as Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File No. 333-103620), filed with the Commission on June 10, 2003, as amended.

(3)

Previously filed as Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 333-103620), filed with the Commission on June 10, 2003, as amended.

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(4)

Previously filed as Exhibit 10.12 to the Company's Registration Statement on Form S-1 (File No. 333-103620), filed with the Commission on May 19, 2003, as amended.

(5)

Previously filed as Exhibit 10.3 to the Company's Registration Statement on Form S-1 (File No. 333-103620), filed with the Commission on June 10, 2003, as amended.

ITEM 9.    UNDERTAKINGS

(a)

The undersigned registrant hereby undertakes:



(1)

to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:



(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;



(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and



(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;

(2)

that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and



(3)

to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,

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unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Hamilton, Bermuda, on the 3rd day of November, 2003.

AXIS CAPITAL HOLDINGS LIMITED
By:	/s/  ANDREW COOK Andrew Cook Chief Financial Officer (Principal financial officer)

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints JOHN CHARMAN, ANDREW COOK AND CLARE MORAN, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to the Registration Statement and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power of authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURES	TITLE	DATE
/s/  JOHN R. CHARMAN John R. Charman	President and Chief Executive Officer, Director (Principal Executive Officer)	November 3, 2003
/s/  ANDREW COOK Andrew Cook	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	November 3, 2003
/s/  CLARE MORAN Clare Moran	Vice President and Controller (Controller)	November 3, 2003
/s/  MICHAEL A. BUTT Michael A. Butt	Director	November 3, 2003

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/s/  ROBERT J. NEWHOUSE, JR. Robert J. Newhouse, Jr.	Director	November 3, 2003
/s/  CHARLES A. DAVIS Charles A. Davis	Director	November 3, 2003
/s/  ROBERT L. FRIEDMAN Robert L. Friedman	Director	November 3, 2003
/s/  DONALD J. GREENE Donald J. Greene	Director	November 3, 2003
/s/  MAURICE A. KEANE Maurice A. Keane	Director	November 3, 2003
/s/  EDWARD J. KELLY, III Edward J. Kelly, III	Director	November 3, 2003
/s/  ANDREW H. RUSH Andrew H. Rush	Director	November 3, 2003
/s/  SCOTT A. SCHOEN Scott A. Schoen	Director	November 3, 2003
/s/  FRANK J. TASCO Frank J. Tasco	Director	November 3, 2003
/s/  JEFFREY C. WALKER Jeffrey C. Walker	Director	November 3, 2003
/s/  ROBERT J. NEWHOUSE, JR. Robert J. Newhouse, Jr.		November 3, 2003
(authorized representative in the United States)

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INDEX TO EXHIBITS

Number	Description of Exhibit
4.1	Certificate of Incorporation and Memorandum of Association of the Company. (1)
4.2	Bye-Laws of the Company. (2)
4.3	Specimen Common Share Certificate. (3)
4.4	2003 Long-Term Equity Compensation Plan. (4)
4.5	2003 Directors Long-Term Equity Compensation Plan.
4.6	Nonqualified Stock Option Agreement between the Company and Robert J. Newhouse, Jr., dated December 31, 2002. (5)
5.1	Opinion of Conyers Dill & Pearman.
23.1	Consent of Deloitte & Touche.
23.2	Consent of Conyers Dill & Pearman (included as part of Exhibit 5.1).
24.1	Power of Attorney to file future amendments (set forth on the signature page of the Registration Statement).

(1)

Previously filed as Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 333-103620), filed with the Commission on April 16, 2003, as amended.

(2)

Previously filed as Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File No. 333-103620), filed with the Commission on June 10, 2003, as amended.

(3)

Previously filed as Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 333-103620), filed with the Commission on June 10, 2003, as amended.

(4)

Previously filed as Exhibit 10.13 to the Company's Registration Statement on Form S-1 (File No. 333-103620), filed with the Commission on May 19, 2003, as amended.

(5)

Previously filed as Exhibit 10.3 to the Company's Registration Statement on Form S-1 (File No. 333-103620), filed with the Commission on June 10, 2003, as amended.

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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
ITEM 4. DESCRIPTION OF THE SECURITIES
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
ITEM 8. EXHIBITS
ITEM 9. UNDERTAKINGS

SIGNATURES
POWER OF ATTORNEY
INDEX TO EXHIBITS

EX-4.5

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Exhibit 4.5

AXIS Capital Holdings Limited
2003 Directors Long-Term Equity Compensation Plan

Effective March 14, 2003
(as amended September 17, 2003)

Table of Contents

	Page
ARTICLE 1 Establishment, Objectives, and Duration	1
ARTICLE 2 Definitions	1
ARTICLE 3 Administration	3
ARTICLE 4 Shares Subject to the Plan and Maximum Awards	3
ARTICLE 5 Shares	4
ARTICLE 6 Options	4
ARTICLE 7 Restricted Stock	5
ARTICLE 8 Restrictions on Shares; Puts, Calls and Rights of First Refusal	6
ARTICLE 9 Beneficiary Designation	6
ARTICLE 10 Change in Control	6
ARTICLE 11 Amendment, Suspension, and Termination	7
ARTICLE 12 Withholding	7
ARTICLE 13 Indemnification	7
ARTICLE 14 Successors	8
ARTICLE 15 Miscellaneous	8

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AXIS Capital Holdings Limited
2003 Directors Long-Term Equity Compensation Plan

ARTICLE 1

Establishment, Objectives, and Duration

1.1    Establishment of the Plan.    AXIS Capital Holdings Limited, a company organized and existing under Bermuda law (hereinafter referred to as the "Company"), hereby establishes an incentive compensation plan for Directors to be known as the "AXIS Capital Holdings Limited 2003 Directors Long-Term Equity Compensation Plan" (hereinafter referred to as the "Plan"), as set forth in this document and individual Award Agreements setting forth certain terms and conditions applicable to awards granted under the Plan. The Plan permits the grant of Shares, Options and Restricted Stock.

        The Plan shall become effective March 14, 2003 (the "Effective Date"), subject to shareholder approval, and shall remain in effect as provided in Section 1.3 herein.

1.2    Objectives of the Plan.    The objectives of the Plan are to optimize the profitability and growth of the Company through incentives which are consistent with the Company's goals and which link the personal interests of Directors to those of the Company's shareholders. The Plan is further intended to provide flexibility to the Company in its ability to retain and attract well-qualified persons for service as Directors.

1.3    Duration of the Plan.    The Plan shall commence on the Effective Date, as described in Section 1.1 herein, and shall remain in effect, subject to the right of the Board to amend or terminate the Plan at any time pursuant to Article 11 herein, until all Shares subject to it shall have been purchased or acquired according to the Plan's provisions.

ARTICLE 2

Definitions

        Whenever used in the Plan, the following terms shall have the meanings set forth below, and, when the meaning is intended, the initial letter of the word shall be capitalized:

2.1    "Affiliate" means any person or entity which, at the time of reference, directly, or indirectly through one or more intermediaries, controls or is controlled by the Company.

2.2    "Award" means, individually or collectively, a grant under the Plan of Shares, Options or Restricted Stock.

2.3    "Award Agreement" means an agreement entered into by the Company and a Director setting forth the terms and provisions applicable to Awards granted under the Plan.

2.4    "Board" means the board of directors of the Company.

2.5    "Change in Control" will be deemed to have occurred as of the first day any of the following events occurs:

        (a)   Any Person is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, or (iv) any acquisition by any entity pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) below;

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        (b)   Individuals who, as of January 1, 2003, constitute the Board (hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided however, that any individual becoming a director subsequent to the date herein whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered a member of the Incumbent Board, excluding any individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

        (c)   Consummation of a reorganization, merger, share exchange, amalgamation, recapitalization, consolidation or similar transaction by and among the Company and another Person, including, for this purpose, a transaction as a result of which another Person owns the Company or all or substantially all of the Company's assets, either directly or through one or more subsidiaries (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or equivalent management personnel) of the Person resulting from such Business Combination or that, as a result of such Business Combination, owns the Company or all or substantially all of the Company's assets, either directly or through one or more subsidiaries, in substantially the same proportions as their ownership of the Outstanding Company Voting Securities immediately prior to such Business Combination; (ii) no Person (excluding any Person resulting from such Business Combination, or that, as a result of such Business Combination, owns the Company or all or substantially all of the Company's assets, either directly or through one or more subsidiaries, or any employee benefit plan (or related trust) of the foregoing) beneficially owns, directly or indirectly, 50% or more of the then outstanding shares of common stock or the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or equivalent management personnel) of the Person resulting from such Business Combination or that, as a result of such Business Combination, owns the Company or all or substantially all of the Company's assets, either directly or through one or more subsidiaries, except to the extent that such ownership existed with respect to the Company prior to the Business Combination; and (iii) at least a majority of the members of the board of directors (or equivalent management personnel) of the Person resulting from such Business Combination or that, as a result of such Business Combination, owns the Company or all or substantially all of the Company's assets, either directly or through one or more subsidiaries, were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the board, pursuant to which such Business Combination is effected or approved; or

        (d)   Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the Company's assets.

2.6    "Code" means the Internal Revenue Code of 1986, as amended from time to time.

2.7    "Company" means AXIS Capital Holdings Limited, a company organized and existing under the laws of the Islands of Bermuda, and any successor thereto as provided in Article 14 herein.

2.8    "Director" means any director of the Company or an Affiliate who is not an employee of the Company or an Affiliate.

2.9    "Effective Date" shall have the meaning ascribed to such term in Section 1.1 herein.

2.10    "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time.

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2.11    "Exercise Price" means the price at which a Share may be purchased by a Director pursuant to an Option.

2.12    "Fair Market Value" means the closing sale price of a Share on the principal securities exchange or market on which the Shares are traded or, if there is no such sale on the relevant date, then on the last previous day on which a sale was reported or, if the Shares are not publicly traded, the fair market value of the Shares as determined in good faith by the Board.

2.13    "Fees" means the compensation payable to a Director by reason of service on the Board either (i) as a retainer (without regard to attendance at meetings) or (ii) on a per meeting basis.

2.14    "Option" means an option to purchase Shares granted pursuant to Article 6 herein.

2.15    "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d) thereof.

2.16    "Period of Restriction" means the period during which the transfer of Shares of Restricted Stock is limited in some way and the Shares are subject to a substantial risk of forfeiture, as provided in Section 7.4 herein.

2.17    "Restricted Stock" means an Award granted pursuant to Article 7 herein.

2.18    "Shares" means shares of the Company's common stock, par value U.S. $0.10 per share.

ARTICLE 3

Administration

        The Plan shall be administered by the Board. Except as limited by law or by the Memorandum of Association or the Bye-laws of the Company, and subject to the provisions herein, the Board shall have full power to determine the terms and conditions of Awards in a manner consistent with the Plan; construe and interpret the Plan and any agreement or instrument entered into under the Plan; establish, amend, or waive rules and regulations for the Plan's administration; and (subject to the provisions of Article 11 herein) amend the terms and conditions of any outstanding Award to the extent such terms and conditions are within the discretion of the Board. Further, the Board shall make all other determinations which may be necessary or advisable for the administration of the Plan. As permitted by law, the Board may delegate its authority as identified herein.

        All determinations and decisions made by the Board pursuant to the provisions of the Plan, and all related orders and resolutions of the Board, shall be final, conclusive and binding on all persons, including the Company, its Affiliates, its shareholders, Directors, and their estates and beneficiaries.

ARTICLE 4

Shares Subject to the Plan and Maximum Awards

4.1    Number of Shares Available for Grants.    Subject to adjustment as provided in Section 4.2 herein, the maximum number of Shares available for Awards hereunder shall be 1,200,000. If any Award is forfeited or for any reason expires, is terminated, or is cancelled without exercise, if an Option, or without vesting, if Restricted Stock, the Shares subject to such Award shall again be available for grant or issuance under the Plan.

4.2    Adjustments in Authorized Shares.    In the event of any change in capitalization of the Company, including, but not limited to, a stock split, stock dividend, merger, recapitalization, share exchange, amalgamation, consolidation, reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368), separation, including a spin-off or other

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distribution of stock or property of the Company, or any partial or complete liquidation of the Company, an adjustment shall be made to the (a) maximum number of Shares available for grants under the Plan, as provided in Section 4.1, and/or kind of Shares that may be delivered under the Plan, and (b) number, kind and/or price of Shares (i.e., Exercise Price for Options) subject to outstanding Awards granted under the Plan, as may be determined to be appropriate and equitable by the Board, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of Shares subject to the Plan and/or any Award shall always be rounded to the nearest whole number, with one-half (¹/2) of a share rounded up to the next higher number.

ARTICLE 5

Shares

        Subject to the terms and provisions of the Plan, the Board shall grant Shares to Directors who elect to receive Fees in common stock of the Company in lieu of cash compensation. Each Share grant shall be evidenced by an Award Agreement that shall specify the number of Shares granted and such other provisions as the Board shall determine.

ARTICLE 6

Options

6.1    Grant of Options.    Subject to the terms and provisions of the Plan, each Director may be granted Options in such number, and upon such terms, and at any time and from time to time as shall be determined by the Board.

6.2    Award Agreement.    Each Option grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the duration of the Option, and such other provisions as the Board shall determine.

6.3    Exercise Price.    The Exercise Price for each grant of an Option under the Plan shall be no less than one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted.

6.4    Duration of Options.    Each Option granted to a Director shall expire at such time as the Board shall determine at the time of grant; provided, however, that no Option shall be exercisable later than the tenth (10th) anniversary date of its grant.

6.5    Exercise of Options.    Options shall be exercisable at such times and subject to such restrictions and conditions as set forth in the Award Agreement and as the Board shall in each instance approve, which need not be the same for each grant or for each Director.

6.6    Payment.    Options shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the full number of Shares with respect to which the Option is to be exercised and by full payment for the Shares.

        The Exercise Price of any Option shall be payable to the Company in full either (a) in cash or its equivalent or (b) if permitted by the Board, by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Exercise Price (provided that the Shares, other than Shares purchased by the Director on the open market, which are tendered must have been held by the Director for at least six (6) months prior to their tender to satisfy the Exercise Price), or (c) by a combination of (a) and (b).

        Additionally, if the Company's shares are publicly traded, Options may be exercised by a cashless exercise, as permitted under Federal Reserve Board's Regulation T, subject to applicable securities law restrictions, or by any other means may be allowed on such terms and conditions as the Board, in its

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sole discretion, shall determine to be consistent with the Plan's purpose and applicable law, from time to time.

        Subject to any applicable laws and governing rules or regulations, as soon as practicable after receipt of a written notification of exercise and full payment, the Company shall issue to the Director and/or a transferee of all or a portion of the Option (provided such transfer was permitted under law and the terms of the Plan and Award Agreement) Shares in an appropriate amount based upon the number of Shares purchased under the Option(s).

6.7    Termination of Service.    Each Director's Option Award Agreement shall set forth the extent to which the Director shall have the right to exercise the Option following termination of service as a Director. Such provisions shall be determined in the sole discretion of the Board, shall be included in the Award Agreement entered into with each Director, need not be uniform among all Options, and may reflect distinctions based on the reasons for termination of service.

6.8    Nontransferability of Options.    Except as otherwise provided in a Director's Award Agreement, no Option may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Director's Award Agreement, during the lifetime of a Director, all Options granted to such Director shall be exercisable only by such Director.

ARTICLE 7

Restricted Stock

7.1    Grant of Restricted Stock.    Subject to the terms and provisions of the Plan, each Director may be granted Shares of Restricted Stock in such amount, and upon such terms, and at any time and from time to time as shall be determined by the Board.

7.2    Restricted Stock Agreement.    Each Restricted Stock grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock granted, and such other provisions as the Board shall determine.

7.3    Transferability.    Except as otherwise provided in a Director's Award Agreement, the Shares of Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the end of the applicable Period of Restriction. During the lifetime of a Director, all rights with respect to the Restricted Stock granted to such Director under the Plan shall be available only to such Director.

7.4    Restrictions.    Subject to the terms herein, the Board shall impose such conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to the Plan as it may deem advisable and as are set forth in the Award Agreement including, without limitation, a requirement that Directors pay a stipulated purchase price for each Share of Restricted Stock, restrictions based upon the achievement of specific performance goals (Company-wide, divisional, and/or individual), time-based restrictions on vesting, and/or restrictions under applicable federal or state securities laws.

        The Company shall retain the certificates representing Shares of Restricted Stock in the Company's possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied.

        Except as otherwise provided in the Plan, a Director's Award Agreement or as otherwise provided by the Board, Shares of Restricted Stock shall become freely transferable by the Director after the last day of the applicable Period of Restriction.

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7.5    Voting Rights.    During the Period of Restriction, subject to any limitations imposed under the Bye-laws of the Company or in an Award Agreement, Directors holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares.

7.6    Dividends and Other Distributions.    During the Period of Restriction, Directors holding Shares of Restricted Stock granted hereunder may be credited with regular dividends paid with respect to the underlying Shares while they are so held. The Board may apply any restrictions to the dividends that the Board deems appropriate and as are set forth in the Award Agreement.

7.7    Termination of Service.    Each Award Agreement shall set forth the extent to which the Director shall have the right to receive unvested Restricted Shares following termination of service as a Director. Such provisions shall be determined in the sole discretion of the Board, shall be included in the Award Agreement entered into with each Director, need not be uniform among all Shares of Restricted Stock issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of service.

ARTICLE 8

Restrictions on Shares; Puts, Calls and Rights of First Refusal

8.1    Restrictions on Shares.    All Shares acquired pursuant Awards granted hereunder shall be subject to any applicable restrictions contained in the Company's Bye-laws, Memorandum of Association, or Shareholders Agreement. In addition, the Board may impose such restrictions on any Shares acquired pursuant to Awards as it may deem advisable, including, without limitation, restrictions under applicable securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, restrictions under any blue sky or state securities laws applicable to such Shares.

8.2    Puts, Calls and Rights of First Refusal.    The Board may make Shares acquired pursuant to Awards granted hereunder subject to call rights, put rights, and/or rights of first refusal as it may deem advisable and as set forth in the applicable Award Agreement. Any such rights shall terminate at the time of an initial public offering of the Shares.

ARTICLE 9

Beneficiary Designation

        Subject to the terms and conditions of the Plan and applicable Award Agreement, each Director may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Director, shall be in a form prescribed by the Company, and will be effective only when filed by the Director in writing during the Director's lifetime with the party chosen by the Company, from time to time, to administer the Plan. In the absence of any such designation, benefits remaining unpaid at the Director's death shall be paid to the Director's estate.

ARTICLE 10

Change in Control

10.1    Treatment of Outstanding Options and Restricted Stock.    Upon the occurrence of a Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges:

        (a)   any and all Options granted hereunder shall become immediately exercisable, and shall remain exercisable throughout their entire term, unless exercised, cashed out, or replaced; and

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        (b)   any Period of Restriction imposed on Restricted Shares shall lapse.

10.2    Termination, Amendment, and Modifications of Change-in-Control Provisions.    Notwithstanding any other provision of the Plan or any Award Agreement provision, the provisions of this Article 10 may not be terminated, amended, or modified on or after the date of a Change in Control to affect adversely any Award theretofore granted under the Plan without the prior written consent of the Director with respect to such Director's outstanding Awards.

ARTICLE 11

Amendment, Suspension, and Termination

11.1    Amendment, Suspension, and Termination.    The Board may at any time and from time to time amend, suspend or terminate the Plan or any Award hereunder in whole or in part; provided, however, that no amendment which requires shareholder approval in order for the Plan to continue to comply with any applicable tax or securities laws, or the rules of any securities exchange on which the securities of the Company are listed, shall be effective unless such amendment shall be approved by the requisite vote of shareholders of the Company entitled to vote thereon; provided further that no amendment, suspension or termination shall adversely affect any Award hereunder without the consent of the Director to whom such Award has been made.

11.2    Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.    The Board may make adjustments in the terms and conditions of Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.2 herein) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Board determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

ARTICLE 12

Withholding

12.1    Tax Withholding.    The Company shall have the power and the right to deduct or withhold, or require a Director to remit to the Company, an amount sufficient to satisfy any taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Plan.

12.2    Share Withholding.    Directors may elect, subject to the approval of the Board, to satisfy all or part of such withholding requirement by having the Company withhold Shares having a Fair Market Value equal to the minimum statutory total tax which could be imposed on the transaction. All such elections shall be irrevocable, made in writing, signed by the Director, and shall be subject to any restrictions or limitations that the Board, in its sole discretion, deems appropriate.

ARTICLE 13

Indemnification

        Each person who is or shall have been a member of the Board shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company's approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding

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against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification is subject to the person having been successful in the legal proceedings or having acted in good faith and what is reasonably believed to be a lawful manner in the Company's best interests. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Memorandum of Association or the Bye-laws of the Company, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

ARTICLE 14

Successors

        The Company shall require any successor (whether direct or indirect, by purchase, merger, share exchange, reorganization, recapitalization, amalgamation, consolidation, or otherwise) to all or substantially all of its business or assets to expressly assume and agree to perform under the Plan in the same manner and to the same extent that it would be required to perform if no such succession had taken place. As used in the Plan, the term "Company" shall mean any successor that expressly assumes and agrees to perform the Plan, which otherwise becomes bound by all the terms and provisions of the Plan by operation of law, or any other entity which expressly assumes the obligations under, and agrees to administer, the Plan, as determined by the Board in its sole discretion.

ARTICLE 15

Miscellaneous

15.1    Legal Construction.    Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural. References to sections, rules, or regulations shall be deemed to include references to any successor sections, rules, or regulations.

15.2    Severability.    In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

15.3    Requirements of Law.    The granting of Awards and the issuance of Shares under the Plan shall be subject to, and may be made contingent upon satisfaction of, all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

15.4    Governing Law.    To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the Islands of Bermuda, without reference to principles of conflict of law.

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Exhibit 4.5

AXIS Capital Holdings Limited 2003 Directors Long-Term Equity Compensation Plan
Table of Contents
AXIS Capital Holdings Limited 2003 Directors Long-Term Equity Compensation Plan
ARTICLE 1 Establishment, Objectives, and Duration
ARTICLE 2 Definitions
ARTICLE 3 Administration
ARTICLE 4 Shares Subject to the Plan and Maximum Awards
ARTICLE 5 Shares
ARTICLE 6 Options
ARTICLE 7 Restricted Stock
ARTICLE 8 Restrictions on Shares; Puts, Calls and Rights of First Refusal
ARTICLE 9 Beneficiary Designation
ARTICLE 10 Change in Control
ARTICLE 11 Amendment, Suspension, and Termination
ARTICLE 12 Withholding
ARTICLE 13 Indemnification
ARTICLE 14 Successors
ARTICLE 15 Miscellaneous

EX-5.1

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Exhibit 5.1

4th November 2003

The Board of Directors
AXIS Capital Holdings Limited
106 Pitts Bay Road
Pembroke HM 08
Bermuda DIRECT LINE:
E-MAIL:
OUR REF:
YOUR REF: 441 299 4965
gcollis@cdp.bm
GBRC/dhm/376022/89961/CD

AXIS Capital Holdings Limited (the "Company")

Dear Sirs:

        We have acted as special legal counsel in Bermuda to the Company in connection with a registration statement on form S-8 filed with the Securities and Exchange Commission (the "Commission") on November 4, 2003 (the "Registration Statement", which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended, (the "Securities Act") of 13,588,699 common shares, par value US $0.0125 per share (the "Common Shares"), issuable pursuant to Company's 2003 Long-Term Equity Compensation Plan, 2003 Directors Long-Term Equity Compensation Plan, and a nonqualified stock option agreement between the Company and Robert J. Newhouse, Jr. dated December 31, 2002 (the "Benefit Plans").

        For the purposes of giving this opinion, we have examined a copy of the Registration Statement and the Benefit Plans. We have also reviewed the memorandum of association and the bye-laws of the Company, each certified by the Secretary of the Company on November 4, 2003, copies of minutes of meetings of the Board of Directors of the Company held on December 12, 2002, March 14, 2003 and May 8, 2003, certified by the Secretary of the Company on November 4, 2003 (the "Resolutions") and such other documents and made such enquires as to questions of law as we have deemed necessary in order to render the opinion set forth below.

        We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) of all documents examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (d) that the Resolutions remain in full force and effect and have not been rescinded or amended, (e) that, upon the issue of any Common Shares, the Company will receive consideration equal to at least the par value thereof, (f) that at the time of issue of any Common Shares, the Bermuda Monetary Authority will not have revoked or amended its consent to the issue of the Common Shares, and (g) that the Company will have sufficient authorised capital to effect the issue of each Common Share when issued.

        We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda.

        On the basis of, and subject to, the foregoing, we are of the opinion that:

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The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).

2.

When issued and paid for in accordance with the terms of the Benefit Plans, the Common Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no

further sums are required to be paid by the holders thereof in connection with the issue of such shares).

        We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

CONYERS DILL & PEARMAN

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Exhibit 5.1

EX-23.1

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EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

        We consent to the incorporation by reference in this Registration Statement of AXIS Capital Holdings Limited (the "Company") on Form S-8 pertaining to the 2003 Long-Term Equity Compensation Plan of the Company, the 2003 Directors Long-Term Equity Compensation Plan of the Company, and the Nonqualified Stock Option Agreement between the Company and Robert J. Newhouse, Jr., dated December 31, 2002, of our reports dated February 10, 2003 (June 3, 2003 as to Note 19) (which are included in the Company's Registration Statement No. 333-103620) on the financial statements and related financial statement schedules of the Company as of December 31, 2002 and 2001 and for the year ended December 31, 2002 and for the period from November 8, 2001 (date of incorporation) to December 31, 2001, which reports express an unqualified opinion.

/s/  DELOITTE & TOUCHE

Hamilton, Bermuda
November 3, 2003

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EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT