Amendment To Employment Agreement

AMENDMENT NO. 1 to EMPLOYMENT AGREEMENT Dated May 3, 2012 by and Among AXIS Specialty U.S. Services, Inc. (The Company), AXIS Capital Holdings Limited (Holdings) and Albert A. Benchimol (The Executive) Dated March 9, 2015

Exhibit 10.1

AMENDMENT NO. 1

to

EMPLOYMENT AGREEMENT

dated May 3, 2012

by and among

AXIS Specialty U.S. Services, Inc. (the “Company”),

AXIS Capital Holdings Limited (“Holdings”)

and

Albert A. Benchimol (the “Executive”)

Dated March 9, 2015

WHEREAS, the Company, Holdings and the Executive entered into an employment agreement dated as of May 3, 2012 (the “Agreement”); and

WHEREAS, the Compensation Committee of the Board of Directors of Holdings, the Company and the Executive have determined that it is in the best interests of the Company, Holdings and their shareholders to amend the Agreement in order to extend the term of service thereof;

NOW, THEREFORE, the Agreement is hereby amended, effective as of the date hereof, as follows:

 

  1. Section 3a of the Agreement (Employment Term) is hereby amended by deleting the reference to “on May 3, 2015” in the first line thereof and replacing such reference with “upon the earlier of (i) the Closing, as defined in the Agreement and Plan of Amalgamation, dated as of January 25, 2015, by and among PartnerRe Ltd. and Holdings, as may be amended from time to time (the “Amalgamation Agreement”), or (ii) the End Date, as defined in the Amalgamation Agreement”.

 

  2. Section 3a(vi) of the Agreement (Good Reason) is hereby amended by deleting “at least six (6) months before the end of the Employment Term” in clause (i)(F) thereof and replacing it with “, prior to July 25, 2015,”.

 

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

[signatures on following page]

 

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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as of March 9, 2015.

 

AXIS SPECIALTY U.S. SERVICES, INC.
By:

/s/ Noreen McMullan

Name: Noreen McMullan
Title: Executive Vice President
AXIS CAPITAL HOLDINGS LIMITED
By:

/s/ Joseph Henry

Name: Joseph Henry
Title: Executive Vice President and
Chief Financial Officer

Accepted and Agreed

as of the date first set forth above:

 

/s/ Albert A. Benchimol

Albert A. Benchimol

 

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