AXIS CAPITAL HOLDINGS LTD — Director's Dealing 2012

May 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXIS CAPITAL HOLDINGS LTD (AXS)
CIK: 0001214816
Period of Report: 2012-05-03

Reporting Person: BENCHIMOL ALBERT (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-03	Common Shares	A	500000	$0.00	Acquired	643461	Direct

Footnotes

F1: Grant of restricted stock award scheduled to vest as follows: (i) 250,000 shares will vest in three equal installments on the first, second and third anniversary of the grant date of award; and (ii) the remaining 250,000 shares will be eligible to vest on the third anniversary of the grant date of award, provided that certain company performance conditions are satisfied.