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

On December 27, 2012, AXIS Specialty U.S. Services, Inc., a subsidiary of AXIS Capital Holdings Limited, a Bermuda company (the "Company"), entered into Amendment No. 1 to the Employment Agreement dated December 31, 2010 with Dennis B. Reding, its Chief Operating Officer. Under the terms of the amendment with Mr. Reding, he will continue to serve as the Company's Chief Operating Officer until December 31, 2015. His annual base salary will be $500,000 and he will be eligible to participate in the Company's non-equity incentive plan at an incentive target of 100% of base salary. Mr. Reding also will be eligible to participate in the Company's 2007 Long Term Equity Compensation Plan in 2013 for 2012 performance, with a target of 37,500 restricted shares. Commencing in 2014, Mr. Reding will be eligible to receive a bonus cash award in lieu of further equity awards for 2013, 2014 and 2015 performance, with an annual award target equal to the value of 18,500 shares of the Company's common stock at the time of the award, subject to the discretion of the Compensation Committee of the Company's Board of Directors. The foregoing description is a summary only, and is qualified in its entirety by reference to the agreement, which is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits Exhibit No. Description 10.1 Amendment No. 1 to Employment Agreement by and between Dennis B. Reding and AXIS Specialty U.S. Services, Inc., dated December 27, 2012.

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