TERMINATION AGREEMENT

earlier date as your Consulting Agreement terminates in accordance with its terms (the “ Consulting Period ”).  Notwithstanding the foregoing, the Company shall have no obligation to enter into, or make any payments under, the Consulting Agreement in the event your employment is terminated by the Company for Cause pursuant to paragraph 3(a)(iii) of the Employment Agreement prior to the Termination Date.

2.              Separation Payments and Benefits .  In consideration for your execution of and compliance with the terms and conditions in this Agreement including, but not limited to, your consent to the Release set forth in paragraph 3 below:

(a)            The Company agrees to continue your current annual base salary of $262,500, to be payable in accordance with the Company’s customary payroll practices, for a period of twelve (12) months following the Termination Date.

(b)            You shall receive, with respect to the Company’s fiscal year 2005, at least your “target” annual bonus under AXIS Capital Holdings Limited 2004 Annual Incentive Plan in accordance with the terms of the Plan and based upon the performance of the Company (the “ 2005 Annual Bonus ”).  The 2005 Annual Bonus shall be paid at the time the Company pays such bonuses to similarly situated employees .

(c)            With respect to your outstanding equity awards set forth on Exhibit D, such awards shall continue to vest in accordance with their original vesting schedule and shall otherwise remain subject to the terms and conditions of the agreement evidencing such awards; provided , however , that with respect to your outstanding options, you shall be entitled to exercise such options within 90 days following the date on which such options vest and any option not exercised within such 90 day period shall terminate immediately.

(d)            The Company agrees to pay you an amount equal to any and all reasonable and necessary unreimbursed business expenses incurred by you on behalf of the Company prior to the Termination Date.

(e)            The Company agrees to continue your current health insurance coverage under the Company’s medical and dental plans for a period of twelve (12) months following the Termination Date, in accordance with the terms and conditions of such plans and as such plans may be amended from time to time.  The Company shall provide you with the opportunity to elect benefits continuation for a period of eighteen (18) months (or such additional period for which you qualify) under the Consolidated Omnibus Reconciliation Act of 1985, as amended (referred to as COBRA), following the first anniversary of the Termination Date at your own expense.

(f)             The payments, benefits and awards contemplated by paragraphs 2(a), 2(b), 2(c), and 2(e) above shall be made provided that this Agreement becomes effective (as provided for in paragraph 9 below), and provided further, that you sign the Additional Release upon the Termination Date (or upon such earlier date as your employment terminates under the Employment Agreement), and such Additional Release becomes effective pursuant to its terms.  Notwithstanding the foregoing, the Company

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shall have no obligation to provide you with the payments, benefits or awards contemplated by paragraphs 2(a), 2(b), 2(c), or
2(e) above in the event your employment is terminated by the Company for Cause pursuant to paragraph 3(a)(iii) of the Employment Agreement prior to the Termination Date.

(g)            You acknowledge that the payments, benefits and awards referred to in this Agreement are in lieu of and in full satisfaction of any amounts that might otherwise be payable or due to you under any contract, plan, policy or practice, past or present, of the Company or any of the other Company Releasees (as defined below), including, without limitation, the Employment Agreement, the AXIS Capital Holdings Long-Term Equity Compensation Plan, and the AXIS Capital Holdings Limited 2004 Annual Incentive Plan.   Notwithstanding the foregoing, nothing in this Agreement shall impair or preclude your entitlement to any vested benefits you may have as of the Termination Date under the AXIS 401(k) Savings Plan and the AXIS Specialty U.S. Services Inc. Supplemental Retirement Plan.

(h)            Notwithstanding anything herein to the contrary, your rights to any payment or benefits during the Consulting Period shall be governed by the terms of the Consulting Agreement.

(i)             The Company shall be entitled to withhold from amounts to be paid to you under this paragraph 2 any applicable foreign, federal, state or local withholding or other taxes which the Company is from time to time required by law to withhold, and to issue W-2s and 1099s as required by law.

3.              Release .

(a)            In consideration of the Company’s obligations set forth in this Agreement, including but not limited to the payments and benefits described in paragraph 2 above, you voluntarily, knowingly and willingly on behalf of yourself, your heirs, executors, administrators, successors and assigns, hereby irrevocably and unconditionally release the Company, its parents, their subsidiaries, divisions and affiliates, together with their respective owners, assigns, agents, directors, partners, officers, employees, consultants, shareholders, attorneys and representatives, and any of their predecessors and successors and each of their estates, heirs and assigns (collectively, the “ Company Releasees ”) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, causes of action, rights, costs, losses, debts and expenses of any nature whatsoever, known or unknown , which you or your heirs, executors, administrators, successors or assigns ever had, now have or hereafter can, will or may have (either directly, indirectly, derivatively or in any other representative capacity) against the Company or any of the other Company Releasees by reason of any matter, cause or thing whatsoever arising on or before the date this Agreement is executed by you (the “ Release ”).  This Release includes, without limitation, any rights or claims relating in any way to your employment relationship with the Company or any of the Company Releasees, or the termination thereof, arising under any federal, state and local labor, employment, whistleblower and/or anti-discrimination laws including, without limitation, the federal Age Discrimination in Employment Act, the Older Workers

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Benefit Protection Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Family and Medical Leave Act, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, Executive Order 11246, the Sarbanes-Oxley Act of 2002, the New York State and City Human Rights Laws, the Georgia Equal Employment for Persons with Disabilities Code, the Code of Georgia, each as amended, or any other federal, state or local or foreign law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any of the Company Releasees and you, including, without limitation, the Employment Agreement (as defined above).

(b)            By signing this Agreement, you represent that you have not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Company Releasees arising out of or relating to any of the matters set forth in this paragraph 3.  You further represent that you will not be entitled to any personal recovery in any action or proceeding of any nature whatsoever against the Company or any of the other Company Releasees that may be commenced on your behalf arising out of any of the matters released hereby.

(c)            You agree and acknowledge that the Company and the other Company Releasees have fully satisfied any and all obligations owed to you arising out of your employment with the Company (or the termination thereof), and no further sums are owed to you by the Company or any of the other Company Releasees, except as expressly provided in this Agreement.

4.              Covenants; Confidentiality .

(a)         You reaffirm, and agree to comply with, all of your obligations set forth in paragraph 4 (Assignment of Intellectual Property Rights), paragraph 5 (Non-Disclosure) and paragraph 6 (Non-Solicitation) of the Employment Agreement (as defined above), and agree that such obligations shall remain in full force and effect and such paragraphs are incorporated by reference as if restated herein.

(b)        You agree to keep the terms of this Agreement confidential and not to disclose the existence of this Agreement or its terms to any person, except that you may disclose such information:  (i) as may be required in the course or obtaining legal or tax advice; (ii) as may be required for the filing of income tax returns or required financial disclosures; (iii) as may be required in the enforcement or implementation of this Agreement; or (iv) as may be required to respond to a subpoena, court order or similar legal process.  In the case of any disclosure to a legal or tax advisor, you shall require any person receiving such information to maintain its confidentiality.

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(c)         Notwithstanding anything herein to the contrary, in the event that you violate any of your continuing obligations referenced in paragraph 4(a) above or any of the provisions set forth in paragraphs 4(b) or 7 herein: (i) the Company shall have no obligation to enter into, or make any payments under, the Consulting Agreement; (ii) the Company shall have no obligation to make, or to continue to make, the payments set forth in paragraphs 2(a) or 2(b) above; and (iii) all outstanding and unvested equity awards held by you as of the date of any such violation shall be forfeited.

5.              Waiver of Future Employment .  You acknowledge that you forever waive any interest in, or claim to, any future employment with the Company, its parents or any of its subsidiaries, divisions or affiliates, and further agree that you will not knowingly apply for, or otherwise seek or accept employment with, any such entity at any time in the future.

6.              No Admission .   The Company’s offer to you of this Agreement and the payments and benefits set forth herein are not intended to, and shall not be construed as, any admission of liability or wrongdoing on the part of the Company or any of the Company Releasees.

7.              Nondisparagement .  You agree that at all times hereafter, you shall not make, or cause to be made, any public statement, observation or opinion that (i) accuses or implies that the Company or any of the Company Releasees engaged in any wrongful, unlawful or improper conduct, whether relating to your employment with the Company (or the termination thereof), the business or operations of the Company, or otherwise; or (ii) disparages, impugns or in any way reflects adversely upon the business or reputation of the Company or any of the other Company Releasees.  Nothing in this paragraph 7 shall preclude you from providing truthful testimony in response to a legal subpoena or as required by law.

8.              Consultation with Attorney/Voluntary Agreement .  You acknowledge that (i) the Company has advised you of your right to consult with an attorney of your choosing prior to signing this Agreement, (ii) you have carefully read and fully understand all of the provisions of this Agreement, and (iii) you are entering into this Agreement knowingly, freely and voluntarily in exchange for good and valuable consideration.

9.              Consideration and Revocation Period .   You have twenty-one (21) days to consider this Agreement, although you may elect to sign it sooner.  Once you have signed this Agreement, you shall have seven (7) days from the date you sign it to revoke your consent to the Release by delivering (by hand or overnight courier) written notice of revocation to me at the Company, at the address listed above.  In the event you do not revoke your consent, the Release and this Agreement shall become effective on the eighth (8 ^th ) day after the date you have signed this Agreement (the “ Effective Date ”).  In the event that you revoke your consent, the Release and this Agreement shall become null and void and shall not become effective.

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10.            Assignment .   This Agreement is personal to you and may not be assigned by you.  This Agreement is binding on, and will inure to the benefit of, the Company and the other Company Releasees.

11.            No Oral Modification; No Waivers .   This Agreement may not be changed orally, but may be changed only in a writing signed by you and by a duly authorized representative of the Company.  The failure of you or the Company to enforce any of the terms, provisions or covenants of this Agreement will not be construed as a waiver of the same or of the right of such party to enforce the same.  Waiver by you or the Company of any breach or default by the other party of any term or provision of this Agreement will not operate as a waiver of any other breach or default.

12.            Descriptive Headings .   The paragraph headings contained herein are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement.

13.            Enforceability .   It is the desire and intent of the parties that the provisions of this Agreement shall be enforced to the fullest extent permissible.  In the event that any one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder hereof will not in any way be affected or impaired thereby and any such provision or provisions will be enforced to the fullest extent permitted by law.  Moreover, if any one or more of the provisions contained in this Agreement is held to be excessively broad as to duration, scope, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with applicable law.

14.            Each Party the Drafter .   This Agreement, and the provisions contained in it, shall not be construed or interpreted for, or against, any party to this Agreement because that party drafted or caused that party’s legal representatives to draft any of its provisions.

15.            Governing Law .   This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without reference to its choice of law rules.  The parties hereby irrevocably consent to the jurisdiction of the State and Federal courts located in New York, New York for purposes of resolving any dispute under this Agreement and expressly waive any objections as to venue in any such courts.

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16.            Entire Agreement .   This Agreement sets forth the entire agreement and understanding between you and the Company and merges and supersedes any and all prior agreements, representations, discussions, and understandings of every kind and nature, written and oral, between you and the Company concerning the subject matter hereof, including, but not limited to, the Summary of Terms between you and the Company; provided , however , that the Employment Agreement shall not be superseded until the Termination Date (or such earlier date upon which the Employment Agreement terminates in accordance with its terms).   You represent that, in executing this Agreement, you have not relied upon any representation or statement made by the Company or any other Company Releasees, other than those set forth herein, with regard to the subject matter, basis or effect of this Agreement or otherwise.  You and the Company agree to negotiate in good faith should any amendment to this Agreement be required in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.

If the foregoing sets forth our agreement as you understand it and consent to it, please sign the enclosed copy of this Agreement and return it to me at the Company.

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EXHIBIT D

OPTIONS