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 January 3, 2005 Date of Report (Date of earliest event reported) Endurance Specialty Holdings Ltd. (Exact name of registrant as specified in its charter) Bermuda 1-31599 98-032908 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) Wellesley House, 90 Pitts Bay Road, Pembroke HM 08, Bermuda (Address ofprincipal executive offices, including zip code) (441) 278-0440 (Registrant's telephone number, including area code) Not Applicable (Former name or former 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: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-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 Principal Officer; Election of Directors; Appointment of Principal Officers. (b) On January 3, 2005, Bryon G. Ehrhart and David L. Cole, designees of Aon Corporation on Endurance Specialty Holdings Ltd.'s (the "Company's") Board of Directors, resigned as directors of the Company. Both Mr. Ehrhart and Mr. Cole resigned as a result of the sale on December 6, 2004 by Aon Corporation and its affiliates of substantially all of its then current ownership of Ordinary Shares of the Company. 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 thereunto duly authorized. Dated: January 5, 2005 By: /s/ John V. Del Col --------------------------------- Name: John V. Del Col Title: General Counsel & Secretary