Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 25, 2012, AXIS Capital Holdings Limited (the "Company") announced that John R. Charman was terminated from his position as Chairman of the Board of Directors of the Company effective immediately. The Company expects to treat the termination as a termination without cause under Section 8(d) of the Employment Agreement dated as of December 15, 2003, as amended, by and between AXIS Specialty Limited, a subsidiary of the Company, and John R. Charman (the "Employment Agreement"). Mr. Charman remains a member of the Company's Board of Directors.

In connection with the termination of Mr. Charman, the Company expects to provide to Mr. Charman cash benefits totaling approximately $11 million as set forth in Section 8(d)(ii) of the Employment Agreement, 50% of which is payable in lump sum promptly following the termination date, with the remaining 50% payable in lump sum on the first anniversary of the date of termination. The change in Mr. Charman's service also will result in an acceleration of the expensing of Mr. Charman's outstanding share-based compensation awards and the Company expects to record an additional approximately $11 million of share-based compensations costs in the second quarter of 2012.

A copy of the press release announcing Mr. Charman's termination is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
No. Description

99.1 Press Release of AXIS Capital Holdings Limited, dated June 25, 2012

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