8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 23, 2007

AXIS CAPITAL HOLDINGS LIMITED
(Exact Name Of Registrant As Specified In Charter)

Bermuda	001-31721	98-0395986
(State of Incorporation)	(Commission File No.)	(I.R.S. Employer
		Identification No.)

92 Pitts Bay Road
Pembroke, Bermuda HM 08
(Address of principal executive offices, including zip code)

(441) 405-2600
(Registrant’s telephone number, including area code)

Not applicable
(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e(4)(c))

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

(e)  On October 23, 2007, the registrant entered into an amendment to the Employment Agreement with John R. Charman, its President and Chief Executive Officer. The amendment extends the term of Mr. Charman’s employment until December 31, 2009. A copy of the amendment is filed as Exhibit 10.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

10.1	Amendment No. 1 to Employment Agreement between John R. Charman and AXIS Specialty Limited, dated October 23, 2007.
99.1	Press release dated October 23, 2007.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 23, 2007

AXIS CAPITAL HOLDINGS LIMITED
By:	/s/ Richard T. Gieryn, Jr.
	Richard T. Gieryn, Jr.
	General Counsel

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EXHIBIT INDEX

Exhibit Number	Description of Document
10.1	Amendment No. 1 to Employment Agreement between John R. Charman and AXIS Specialty Limited, dated October 23, 2007.
99.1	Press release dated October 23, 2007.

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EX-10.1

Exhibit 10.1

AMENDMENT NO. 1

to

EMPLOYMENT AGREEMENT

dated October 23, 2007

by and between

AXIS Specialty Limited (the “Company”)

and

John R. Charman (the “Executive”)

WHEREAS, the Company and the Executive entered into an amended and restated employment agreement dated as of December 15, 2003 (the “Agreement”);

WHEREAS, each of the Board of Directors and the Compensation Committee of the Board has determined that it is in the best interests of the Company and its shareholders to extend the Executive’s service as its President and Chief Executive Officer and as a member of its Board of Directors, and of the Executive Committee of the Board through the period ending December 31, 2009;

WHEREAS, the Executive desires to extend his employment through the period ending December 31, 2009;

WHEREAS, the Company and the Executive desire to amend the Agreement to reflect the extension of the Executive’s employment pursuant to the terms and conditions of the Agreement;

NOW, THEREFORE, the Agreement is hereby amended, effective as of October 23, 2007 as follows:

1.Section 1 of the Agreement is hereby modified by deleting the reference to “December 31, 2008” wherever it may occur and replacing it with “December 31, 2009” in lieu thereof.

2.Section 18 of the Agreement is hereby modified by deleting the reference to  the Company’s address for notice in its entirety and replacing it with “AXIS Specialty Limited, 92 Pitts Bay Road, Pembroke HM 08, Bermuda, Attn: General Counsel”.

3.Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above.

AXIS Specialty Limited
By:	/s/ Michael A. Butt
John R. Charman
	/s/ John R. Charman

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Contacts	Media Contacts
Linda Ventresca	Joseph Kuo
AXIS Capital Holdings Limited	Kekst and Company
info@axiscapital.com	(212) 521-4800
(441) 405-2727

AXIS CAPITAL ANNOUNCES EXTENSION OF CEO EMPLOYMENT AGREEMENT

Pembroke, Bermuda, October 23, 2007 — AXIS Capital Holdings Limited (“AXIS Capital”) (NYSE:  AXS) today announced that the employment agreement of John Charman, CEO and President, has been extended to December 31, 2009.

AXIS Capital is a Bermuda-based global provider of specialty lines insurance and treaty reinsurance with shareholders’ equity at June 30, 2007 of $4.7 billion and locations in Bermuda, the United States, Europe and Singapore.  Its operating subsidiaries have been assigned a rating of “A” (“Excellent”) by A.M. Best and a rating of “A” (“Strong”) by Standard & Poor’s.  AXIS Capital has been assigned a senior unsecured debt rating of Baa1 (stable) by Moody’s Investors Service and BBB+ (stable) by Standard & Poor’s.  For more information about AXIS Capital, visit our website at www.axiscapital.com.

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AXIS Capital Holdings Limited  92 Pitts Bay Road  Pembroke, Bermuda  HM08

Tel. 441.296.2600  Fax 441.405.2600

www.axiscapital.com