Exhibit
10.2


AMENDMENT 1


to


AMENDED AND
RESTATED


SERVICE AGREEMENT


dated December 15,
2003


by and between


Axis Specialty
Limited, a Bermuda corporation, the (“Company”)


and


Michael A. Butt,
the (“Executive”)


WHEREAS, the Company and
the Executive entered into an employment agreement as of September 19,
2002; and


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


WHEREAS, by its terms,
the Agreement will expire as of the close of business on December 31,
2008, and provides for a Base Salary and  an annual bonus opportunity of not less than
100% of Base Salary each year during the term of the Agreement; and


WHEREAS, the Company and
the Executive desire to continue the Executive’s service as Chairman of the
Company’s Board of Directors (the “Board”) and the Executive is willing to
serve in such position; and


WHEREAS, the Company and
the Executive desire to amend the Agreement as set forth herein and the
Executive is willing to continue to serve in his current position under the
terms and conditions of this amendment (the “Amendment”);


NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein and for
other good and valuable consideration, the Company and the Executive agree as
follows:


1.                                       Section 1,
Term of Service, of the Agreement is deleted in its entirety and the following
is substituted in lieu thereof:


1.                                      Term
of Service. The Executive’s term of service under this Agreement (the “Term”) commenced on September 19, 2002 and



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                                                shall
continue through the close of business on December 31, 2009, subject to
earlier termination as provided in Section 8 below. The “Initial Term” shall mean September 19, 2002 through December 31,
2003 and the “New Term” shall mean January 1,
2004 through the close of business on December 31, 2005 and the “Additional New Term” shall mean January 1, 2006
through December 31, 2009.


2.                                       Section 3,
Base Fee, of the Agreement is deleted in its entirety and the following is
substituted in lieu thereof:


3.                                      Base
Fee. The Executive shall be paid a Base Fee by the Company at an annual
rate of US$500,000 during the Initial Term and at an annual rate of US$750,000
during the New Term and at an annual rate of US$850,000 during the Additional
New Term. The Base Fee shall be payable in accordance with the regular payroll
practices applicable to senior executives of the Company, but no less
frequently than monthly; provided, that, only for purposes of calculating the
Base Fee payable hereunder, the Initial Term shall be deemed to have commenced
as of October 1, 2002. Such Base Fee shall be subject to review for
increase at the discretion of the Board (or a committee thereof). The Base Fee
may not be decreased, at any time or for any purpose during the Term.


3.                                       Section 4,
Annual Bonus, of the Agreement is deleted in its entirety and the following is
substituted in lieu thereof:


4.                                      Annual
Bonus. In addition to the Base Fee provided for in Section 3
above, the Executive shall be entitled to participate in the incentive plans or
programs of the Company established for senior executives (“Incentive
Plan”) and shall have a target bonus opportunity each year during
the New Term of no less than 100% of Base Salary and during the Additional New
Term of no less than 125% of Base Salary (“Target Bonus”),
payable in that amount if the performance goals established for the relevant
year are met. If such performance goals are exceeded, the Executive shall
receive a larger amount of up to 200% of the Target Bonus or more at the
discretion of the Compensation Committee. The performance goals for each year
shall be established by the Board (or a committee thereof) unless such goals
are set forth in the applicable Incentive Plan. For fiscal year 2003, the
Executive may be awarded such annual bonuses as may be determined by the Board
(or a committee thereof), based on any Incentive Plan; provided, however,
in no event shall the aggregate annual bonuses for the 15-month period
commencing October 1, 2002 be less than $312,500, representing 50% of the
Base Fee payable hereunder for such 15-month period. Any such annual
bonus shall, unless otherwise 



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                                                required
under the applicable Incentive Plan, be paid in cash in a lump sum promptly
following determination thereof.


4.                                       Section 8(a)(i)(A),
of the Agreement is deleted in its entirety and the following is substituted in
lieu thereof:


(A)  a Separation Bonus for
the year of death (with the term “Separation Bonus”
meaning an amount of no less than the greater of (x) US$500,000
if termination is during the Initial Term or US$750,000 if termination is
during the New Term or $850,000 if termination is during the Additional New
Term and (y) the highest amount awarded to
the Executive as an annual bonus for any of the three years (or such lesser
number of years he has then been employed) immediately preceding the year in
which termination occurs);


5.                                       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 January 1, 2006.


	
  

  	
  Axis
  Specialty Limited

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian W.
  Goshen

  	
   

  	
  5/12/06

  
	
   

  	
  Brian W. Goshen

  	
   

  	
   

  
	
   

  	
  Chief Human
  Resources Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The
  Executive

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Michael A.
  Butt

  	
   

  	
  5/12/06

  
	
   

  	
  Michael A. Butt

  	
   

  	
   

  
					



 



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