Amendment No. 2 to Consulting Agreement between AXIS Specialty Limited and Michael A. Butt

Summary

This amendment updates the consulting agreement between AXIS Specialty Limited and Michael A. Butt. It extends the consulting term to the 2016 Annual General Meeting, adjusts the consulting fee to cover 2015, part of 2016, and a prorated amount through the meeting date, and extends the noncompetition and nonsolicitation period to May 31, 2017. All other terms of the original agreement remain unchanged.

EX-10.4 2 axs2014ex104.htm CONSULTING AGREEMENT MICHAEL BUTT AMENDMENT NO 2 AXS-2014.12.31-EX-10.4

Exhibit 10.4

AMENDMENT NO. 2

CONSULTING AGREEMENT

dated May 3, 2012

by and between

AXIS Specialty Limited (the “Company”)

and

Michael A. Butt (the “Consultant”)

Dated: December 5, 2014

WHEREAS, the Company and the Consultant entered into a Consulting Agreement

dated as of May 3, 2012 (the “Agreement”);

WHEREAS, the Company and the Consultant entered into Amendment No. 1 to the Agreement on December 5, 2013;

WHEREAS, the Compensation Committee of the Board of Directors of AXIS Capital Holdings Limited, the Company and the Consultant have determined that it is in the best interests of AXIS Capital Holdings Limited, its shareholders and the Company to amend the Agreement;

NOW, THEREFORE, the Agreement is hereby amended, effective as of the date hereof, as set forth below. All capitalized terms not otherwise defined herein shall have the meanings defined in the Agreement.


1.	Section 3 of the Agreement (Consulting Fee) is hereby amended by deleting the reference to “2014” in the sixth line thereof and replacing such reference with “2015 and January and April 2016 plus a prorated portion of $237,500 for service from April 1, 2016 through the date of the Annual General Meeting of AXIS Capital Holdings Limited in 2016”.


2.	Section 4 of the Agreement (Consulting Term) is hereby amended by deleting the reference to “on December 31, 2014” in the third line thereof and replacing such reference with “at the Annual General Meeting of AXIS Capital Holdings Limited in 2016”.


3.	Section 8 of the Agreement (Noncompetition and Nonsolicitation) is hereby amended by deleting the reference to “December 31, 2015” in the last line thereof and replacing such reference with “May 31, 2017”.


4.	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/ Joseph C. Henry

Name: Joseph C. Henry

Title: Executive Vice President and

Chief Financial Officer

Consultant

By: /s/ Michael A. Butt

Michael A. Butt