EXHIBIT 10.1

ASPEN INSURANCE HOLDINGS LIMITED

BCP EXCALIBUR HOLDCO (CAYMAN) LIMITED

WELLINGTON UNDERWRITING PLC

HARRINGTON TRUST LIMITED

AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT

DATED AS OF SEPTEMBER 30, 2003

                                    CONTENTS
CLAUSE                                                                      PAGE

1.    Interpretation..........................................................2

2.    Transfer Of Shares; Restrictive Legend..................................9

3.    Tag Along Rights.......................................................10

4.    Certain Agreements.....................................................15

5.    Confidentiality........................................................15

6.    Costs..................................................................16

7.    Effective Date; Duration...............................................17

8.    General Provisions.....................................................17

9.    Notices................................................................20

10.   Governing Law And Jurisdiction.........................................21

Schedule 1     Part A........................................................22

               Part B........................................................23

Schedule 2     Deed Of Adherence.............................................24

THIS AGREEMENT is made as of September 30, 2003

BY AND AMONG:

(1) ASPEN INSURANCE HOLDINGS LIMITED (formerly known as Exali Reinsurance Holdings Limited), a company incorporated in Bermuda (registered no. 32164), whose registered office is at Victoria Hall, 11 Victoria Street, Hamilton HM11, Bermuda (the "COMPANY");

(2) THE SEVERAL PERSONS whose names are set out in Part A of Schedule 1 (the "INVESTORS" and each an "INVESTOR");

(3) WELLINGTON UNDERWRITING PLC, a company incorporated in England and Wales (registered no. 02966836, whose registered office is at 88 Leadenhall Street, London EC3A 3BA, England ("WU PLC");

(4) HARRINGTON TRUST LIMITED, a company incorporated under the laws of Bermuda whose registered office is at Windsor Place, 4th Floor, 22 Queen Street, Hamilton, HM EX, Bermuda (including its successors, the "NAMES' TRUSTEE") solely as trustee of the Part A Trust Fund of the Names Trust (defined below); and

(5) THE SEVERAL PERSONS whose names are set out in Part B of Schedule 1 (the "MANAGERS" and each a "MANAGER").

IT IS AGREED as follows:

1. INTERPRETATION

1.1 In this Agreement:

"2003 SHARE INCENTIVE PLAN" means the Company's 2003 Share Incentive Plan, as may be amended from time to time;

"AFFILIATE" means, in relation to any undertaking, any other undertaking which controls, is controlled by, or is under common control with, such first undertaking. For the purpose of this definition, the term "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") means the power to direct or cause the direction of the management and policies of such undertaking, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise;

"ASSOCIATED PERSON" means, in respect of any undertaking, any general partner, managing member, trustee, nominee, director, officer or employee of such undertaking or of any Affiliate of such undertaking and any member of the Family Group of any such person, in each case, who is not an Affiliate of such undertaking;

"BOARD" means the board of Directors of the Company from time to time;

"BUSINESS DAY" means a day (excluding Saturdays and Sundays) on which banks generally are open in New York, London and Bermuda for the transaction of normal banking business;

"BYE-LAWS" means the bye-laws of the Company, as amended from time to time;

"CHANGE OF CONTROL" means the occurrence of any of the following events:

(i) the sale or disposition, in one transaction or a series of related transactions, of all or substantially all of the assets of the Company to any person or group (as such terms are defined below) other than (x) any subsidiary (as defined below) of the Company or (y) any entity which is a holding company (as defined below) of the Company or any subsidiary of such holding company, so long as, in the case of any such sale or disposition referred to in clause (x) or (y), in one transaction or a series of related transactions, after giving effect thereto, more than 50% of the combined voting power (taking into consideration the provisions of Bye-Laws 63-67) of the voting shares of such subsidiary, holding company or subsidiary of such holding company are beneficially owned (as defined below), directly or indirectly, by the existing shareholders of the Company on the date the Board approved the Aspen Insurance Holdings 2003 Share Incentive Plan and their respective Affiliates;

(ii) any person or group is or becomes the beneficial owner, directly or indirectly, of more than 50% of the combined voting power (taking into consideration the provisions of Bye-Laws 63-67) of the voting Shares in issue (or of the voting securities of any entity which is the beneficial owner of more than 50% of the combined voting power of the voting Shares in issue), including by way of merger, consolidation, amalgamation, tender offer, exchange offer or otherwise; excluding, however, the following:
(I) any primary issuance of shares by the Company in a public offering, (II) any acquisition by the Company, or (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or

(iii) the consummation of any transaction or series of transactions resulting in a merger, consolidation, amalgamation or other business combination transaction in which the Company is involved, other than a transaction which would result in the Shareholders immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity), in the same proportion as immediately prior to the transaction(s), more than 50% of the combined voting power (taking into consideration the provisions of Bye-Laws 63-67) of the voting Shares in issue or of the voting securities of such surviving entity outstanding immediately after such merger, consolidation, amalgamation or other business combination transaction;

For the purpose of this definition, the following terms have the following meanings: (i) "person" or "group" shall have the meanings given to them in Section 13(d)(3) or 14(d)(2) of the Exchange Act; (ii) "beneficial owner" shall have the meaning given to such term in Rule 13d-3 under the Exchange Act (except that a person shall be deemed to have "beneficial ownership" of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), and the term

"BENEFICIALLY OWNED" shall have a correlative meaning; (iii) "subsidiary" shall mean, in respect of any entity, any other entity of which more than 50% of the voting power of the voting shares of such entity are beneficially owned, directly or indirectly, by the first entity; and (iv) "holding company" shall mean, in respect of any entity, any other entity that is the beneficial owner, directly or indirectly, of more than 50% of the voting power of the voting shares of such first entity;

"CODE" means the United States Internal Revenue Code of 1986, as amended, or any successor thereto;

"CONFIDENTIAL INFORMATION" means any information concerning the Group or any member of the Group in the possession of or furnished to any Shareholder Party (including by virtue of its present or former right to nominate, appoint or designate a director of the Company and including information provided by the Company to any Shareholder Party under clauses (f) or (l) of Section 6 of the Registration Rights Agreement), provided that the term "Confidential Information" does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by a Shareholder Party or its partners, shareholders, members, directors, officers, employees, agents, counsel, investment advisers or representatives or, in the case of the Names' Trustee, the Names Trust Beneficiaries and the Members' Agents (all such persons being collectively referred to as "REPRESENTATIVES") in violation of this Agreement or any other agreement to which such Shareholder Party or its Representatives is bound containing a restriction on the use or disclosure of information of the Group or any member of the Group, (ii) is or was available to such Shareholder Party on a non-confidential basis prior to its disclosure to such Shareholder Party or its Representatives by or on behalf of the Company or (iii) was or becomes available to such Shareholder Party on a non-confidential basis from a source other than the Company, which source is or was (at the time of receipt of the relevant information) not, to such Shareholder Party's knowledge, bound by a confidentiality agreement with (or any fiduciary duty or other confidentiality obligation to) any member of the Group;

"CO-INVESTMENT SCHEME" means a scheme under which Associated Persons of a Shareholder Party are entitled (as individuals or through an undertaking) to hold Shares which such Shareholder Party would otherwise hold;

"CSFB" means the Investors listed in Schedule 1 under the heading "CSFB";

"DIRECTOR" means a director of the Company from time to time;

"EXCHANGE ACT" means the United States Securities Exchange Act of 1934, as amended, or any successor thereto;

"FAMILY GROUP" means, in respect of any individual, such individual's spouse and descendents (whether natural or adopted) and any undertaking established and maintained solely for the benefit of such individual, such individual's spouse and/or such individual's descendents;

"FRAMEWORK AGREEMENT" means the Framework Agreement dated 28 May 2002 entered into by the Wellington Business Entities (other than WUI) and the Company;

"GROUP" means the Company and its subsidiaries or any holding company of the Company or the subsidiaries of any holding company of the Company in each case from time to time and "MEMBER OF THE GROUP" is to be construed accordingly;

"INITIAL SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT" means the Subscription and Shareholders' Agreement among the parties hereto entered on 28 May 2002 and amended on 21 June 2002, 17 September 2002, 3 October 2002, 22 November 2002, 27 November 2002 and 11 February 2003;

"LLOYD'S" means The Society and Corporation of Lloyd's incorporated by the Lloyd's Acts 1871-1982 or, as the context may require, the Council of Lloyd's and any person or delegate acting under its authority;

"MANAGEMENT SERVICE CONTRACTS" means the employment contracts entered into by any member of the Group and each of the Managers;

"MANAGEMENT SHAREHOLDER" means each employee or director or officer of any member of the Group who is a Shareholder; for avoidance of doubt, no transferee of a Management Shareholder shall have any rights or obligations under this Agreement, other than the Shareholder's Estate or the Shareholder's Trust (as such terms are defined in the Management Shareholder's Agreement (as defined herein) to which such Management Shareholder is a party);

"MANAGEMENT SHAREHOLDERS' REPRESENTATIVE" means Christopher O'Kane or, if he is not serving as chief executive officer of the Company, the then acting chief executive officer of the Company;

"MEMBERS' AGENTS" means each of Anton Private Capital Limited, Hampden Agencies Limited, CBS Private Capital Limited and SOC Private Capital Limited, and their respective successors, as agents for the Names;

"NAMES" means the underwriting members of Lloyd's participating in Syndicate 2020 for the 2002 year of account (or in respect of those individuals who have died, part of the 2002 year of account), other than the Wellington Corporate Members;

"NAMES TRUST" means the trust established under Declaration of Trust between the Names' Trustee and WUSL for the benefit of the Names and their respective personal representatives, heirs, assigns and successors (collectively, "NAMES TRUST BENEFICIARIES") as may be amended or otherwise modified from time to time;

"PERMITTED DISTRIBUTEE" means, for any Shareholder Party, a person to whom such Shareholder Party distributes, dividends or transfers (or proposes to distribute, dividend or transfer) Shares pursuant to a Permitted Distribution in accordance with this Agreement and the Bye-Laws;

"PERMITTED DISTRIBUTION" means (i) for any Shareholder Party that is a corporation, company or limited liability company, a dividend, distribution or comparable transfer of Shares by such Shareholder Party to any shareholder or member of such Shareholder Party, (ii) for any Shareholder Party that is a partnership or limited partnership, a distribution or comparable transfer of Shares by such Shareholder Party to any general or limited partner of such Shareholder Party, (iii) for any Shareholder Party that is a nominee, trustee, general partner or other person acting in a similar capacity for a trust, partnership or other unincorporated association, a distribution or comparable transfer of Shares by such Shareholder Party to any beneficiary of such trust, partnership or unincorporated association, provided that any such distribution, dividend or comparable transfer of Shares in respect of which the recipient or transferee pays or exchanges any consideration (other than carried interest payments, management fees and other transaction costs) shall not be deemed a Permitted Distribution;

"PERMITTED TRANSFER" means a transfer of Shares:

(a) by any Shareholder Party (other than a Shareholder Party described in sub-clause (b)) that is an undertaking to a member of the same group as such Shareholder Party if the transferee makes a covenant to the Company that if the transferee ceases to be a member of the same group, all its Shares will, before such cessation, be transferred to another member of the same group;

(b) by any Shareholder Party that is a nominee, trustee or general partner or other person acting in a similar capacity for a trust, partnership or other unincorporated association to any successor or assignee nominee, trustee or general partner or other person acting in a similar capacity for such trust, partnership or unincorporated association;

(c) by any Shareholder Party to any Associated Person or Co-Investment Scheme of such Shareholder Party;

(d) by any Shareholder Party to a Permitted Distributee of such Shareholder Party; or

(e) by any Shareholder Party who is an individual to any member of the Family Group of such individual;

"PERMITTED TRANSFEREE" means, for any Shareholder Party, a person to whom such Shareholder Party transfers (or proposes to transfer) Shares pursuant to a Permitted Transfer in accordance with this Agreement and the Bye-Laws;

"PHOENIX" means the Investors listed in Schedule 1 under the heading "Phoenix";

"PUBLIC OFFERING" means a sale of Shares to the public in an offering pursuant to an effective registration statement under the Securities Act (other than a registration statement on Form F-4 (business combinations) or Form S-8 (employee benefit plans) or any similar or successor forms);

"PUBLIC SALE" means a sale of Shares pursuant to a Public Offering or a Rule 144 Sale;

"REGISTRATION RIGHTS AGREEMENT" means the Second Amended and Restated Registration Rights Agreement, by and among the Company, the Investors, WU plc and the Names' Trustee on behalf of the Names Trust, as may be amended, restated, supplemented or otherwise modified from time to time;

"RULE 144" means Rule 144 under the Securities Act, as amended, or any successor rule;

"RULE 144 SALE" means a sale of Shares to the public in accordance with the exemptions from registration under Rule 144;

"SECURITIES ACT" means the United States Securities Act of 1933 as amended, or any successor thereto;

"SHAREHOLDERS" means the holders of Shares from time to time as shown in the Share Register of the Company;

"SHAREHOLDER PARTY" means each Shareholder that is a party to this Agreement (as an original signatory or by deed of adherence), for so long as such person is a party to this Agreement; for avoidance of doubt, the Managers shall not be deemed Shareholder Parties for the purposes of this Agreement;

"SHARES" means any shares in the capital of the Company from time to time, including ordinary shares (voting or non-voting) and preference shares;

"SYNDICATE 2020" means Syndicate 2020 at Lloyd's as managed by WUAL on 21 June 2002;

"TRANSFER" means, in relation to any Share, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, hypothecate or otherwise transfer such Share or any beneficial interest therein, whether directly or indirectly, or agree or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, hypothecation or other transfer of such Share or any beneficial interest therein or any agreement or commitment to do any of the foregoing;

"WELLINGTON BUSINESS ENTITIES" means each of WU plc, WUAL, WUSL and
WUI;

"WELLINGTON CORPORATE MEMBERS" means Premium Alpha Limited, Premium Beta Limited, Premium Gamma Limited, Premium Delta Limited, Premium Epsilon Limited, Premium Eta Limited, Premium Zeta Limited, Wellington One Limited, Wellington Two Limited, Wellington Three Limited, Wellington Four Limited and Wellington Five Limited;

"WELLINGTON ENTITY" means (i) WU plc, (ii) any subsidiary of WU plc and
(iii) the Names' Trustee (solely as trustee of the Names Trust);

"WELLINGTON OPTION" means the collective reference to the Option Instrument dated 21 June 2002 issued by the Company creating options to subscribe for non-voting shares of the Company, as may be amended, restated, supplemented or otherwise modified from time to time, and the Option Certificates issued thereunder of even date in favor of WU plc (in respect of 378,112 non-voting shares of the Company) and in favor of the Names' Trustee (in respect of 300,676 non-voting shares of the Company);

"WUAL" means Wellington Underwriting Agencies Limited;

"WUI" means Wellington Underwriting Inc., a company incorporated in the state of Delaware (registration number 155063) whose registered office is at 111-115 Charter Oak Avenue, Hartford, Connecticut 06106, USA; and

"WUSL" means Wellington Underwriting Services Limited, a company incorporated in England and Wales (registered no. 01949097) whose registered office is 88 Leadenhall Street, London, EC3A 3BA, England.

1.2 In this Agreement (unless otherwise expressly provided herein):

1.2.1 an "UNDERTAKING" means a company, corporation, limited partnership, limited liability company or other incorporated association or a trust, partnership or other unincorporated association situated in any jurisdiction and, in relation to an undertaking which is not a company, expressions in this Agreement appropriate to companies shall be construed as references to the corresponding persons, officers, documents or organs (as the case may be) appropriate to undertakings of that description;

1.2.2 an undertaking is a "SUBSIDIARY" of another undertaking, its "HOLDING COMPANY", if such other undertaking controls (as defined in the definition of "Affiliate") such undertaking;

1.2.3 a statutory provision includes a reference to:

(i) the statutory provision as modified or re-enacted or both from time to time whether before or after the date of this Agreement; and

(ii) any subordinate legislation made under the statutory provision whether before or after the date of this Agreement;

1.2.4 a "MEMBER OF THE SAME GROUP" as an undertaking means a subsidiary or holding company of such undertaking or a subsidiary of a holding company of such undertaking;

1.2.5 a person includes a reference to an individual or undertaking;

1.2.6 a person includes a reference to that person's legal personal representatives and successors;

1.2.7 any English legal term for any action, remedy, method of judicial proceeding, legal document, legal

status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term and to any English statute shall be construed so as to include equivalent or analogous laws of any other jurisdiction; and

1.2.8 a clause or schedule, unless the context otherwise requires, is a reference to a clause of, or schedule to, this Agreement.

1.3 Words and expressions defined in the Bye-Laws have the same meanings in this Agreement (unless otherwise expressly defined herein).

1.4 The headings in this Agreement do not affect its interpretation.

2. TRANSFER OF SHARES; RESTRICTIVE LEGEND

2.1 Until the date that is thirty-six (36) months after the Effective Date, if any Shareholder Party wishes to transfer any of its Shares to another person (a "TRANSFEREE"), other than a transfer (i) to the Company, (ii) pursuant to a Public Sale, (iii) the consummation of which will result in a Change of Control or (iv) to a Permitted Distributee in connection with a Permitted Distribution by such Shareholder Party, such Shareholder Party shall, as a condition of such transfer, require the Transferee to execute and deliver a deed of adherence to this Agreement, substantially in the form of Schedule 2 hereto; provided that a Permitted Distributee shall be required to execute and deliver a deed of adherence in such form if (A) (x) such Permitted Distributee is an Affiliate of such Shareholder Party and (y) following such Permitted Distribution such Permitted Distributee holds a number of ordinary shares of the Company which, when taken together with the number of ordinary shares of the Company then held by such Shareholder Party and all other undertakings that are Affiliates of such Shareholder Party, equals or exceeds 5% of the number of issued and authorized ordinary shares of the Company (on a fully-diluted basis, taking into account all vested and exercisable options, warrants or rights to acquire any ordinary shares of the Company and any securities immediately convertible into or exchangeable or exercisable for ordinary shares) or (B) such Permitted Distributee and each other Permitted Distributee in such Permitted Distribution is either an Affiliate or Associated Person of such Shareholder Party. During the period commencing on the Effective Date through the first anniversary of the Effective Date, a Shareholder Party shall not be entitled to transfer any of its Shares by way of a dividend, distribution or comparable transfer to any shareholder, member, partner, limited partner or beneficiary (as the case may be) of such Shareholder Party. A Shareholder Party may transfer its Shares only in accordance with, and subject to all applicable provisions of, this Agreement, the Registration Rights Agreement and the Bye-Laws.

2.2 No Shares may be transferred by any Shareholder Party (other than pursuant to an effective registration statement under the Securities Act) unless such Shareholder Party first delivers to the Company, if requested by the Company, a written opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is not required to be registered under the Securities Act.

2.3 Each certificate representing Shares held by a Shareholder Party shall be stamped or otherwise imprinted with a legend in substantially the following form:

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS CONTAINED IN THE AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT DATED AS OF SEPTEMBER 30, 2003 AND THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF SEPTEMBER 30, 2003, AS EACH MAY BE AMENDED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH. COPIES OF SUCH DOCUMENTS ARE ON FILE AT THE REGISTERED OFFICE OF THE COMPANY. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH DOCUMENTS."

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY UNITED STATES STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS
(I)(A) A REGISTRATION STATEMENT IS IN EFFECT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR (B) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IS AVAILABLE OR THE SECURITIES ACT DOES NOT APPLY (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO SUCH EFFECT), AND (II) IF REQUIRED BY LAW, THE TRANSFEREE IS APPROVED BY APPLICABLE BERMUDA REGULATORY AUTHORITIES."

In the event that any Shares (x) shall cease to be subject to the restrictions described in the first restrictive legend set forth above in this clause 2.3 in accordance with the terms of this Agreement and the Registration Rights Agreement, (y) shall cease (in the written opinion of counsel reasonably satisfactory to the Company) to be subject to the restrictions described in the second restrictive legend set forth above in this clause 2.3 or (z) are to be disposed in connection with an effective registration statement under the Securities Act, then, in each case, the Company shall, upon the written request of the holder thereof and surrender of the legended certificate representing such Shares, promptly issue to such holder a new certificate representing such Shares without the inapplicable restrictive legend or legends.

3. TAG ALONG RIGHTS

3.1 If any Shareholder Party or group of Shareholder Parties (individually or collectively, a "TAG-ALONG SELLER") proposes to transfer to a person and such person's Affiliates (a "TAG-ALONG PURCHASER"), other than (i) a transfer to the Company, (ii) a Public Offering, (iii) a Rule 144 Sale pursuant to a broker's transaction (within the meaning of Section 4(4) of the Securities Act) or a transaction directly with a market maker (as that term is defined in Section 3(a)(38) of the Exchange Act), in either case, in response to an unsolicited offer

or (iv) a Permitted Transfer by such Shareholder Party, a number of ordinary shares of the Company ("SUBJECT SHARES") comprising at least 20% of the Subject Shares in issue (on a fully-diluted basis, taking into account all vested and exercisable options, warrants or rights to acquire any Subject Shares and any securities immediately convertible into or exchangeable or exercisable for Subject Shares), in a single transaction or in a series of related transactions (a "TAG-ALONG SALE"), the Tag-Along Seller shall provide each other Shareholder Party that holds Subject Shares (each a "RELEVANT SHAREHOLDER") notice of the terms and conditions of such proposed transfer to the Tag-Along Purchaser ("TAG-ALONG NOTICE") and offer each Relevant Shareholder the opportunity to participate, and each Relevant Shareholder may elect, at its option, to participate in the proposed Tag-Along Sale in accordance with this clause 3 (each such electing Relevant Shareholder, a "TAGGING PERSON"). In the event of any Tag-Along Sale for ordinary shares of the Company, each Wellington Entity that holds vested options under the Wellington Option shall be deemed to be a Relevant Shareholder and shall be entitled to participate in the proposed Tag-Along Sale (and, if such Wellington Entity so elects to participate, shall be deemed a Tagging Person) in respect of the Subject Shares underlying such vested options. In the event that the proposed Tag-Along Sale would result in a Change of Control, then each Management Shareholder shall be deemed to be a Relevant Shareholder and shall be entitled to participate in the proposed Tag-Along Sale (and, if he or she so elects to participate, shall be deemed a Tagging Person) in respect of (x) the Subject Shares owned by such Management Shareholder and (y) the Subject Shares underlying any options, warrants, rights or securities exercisable or exchangeable for, or convertible into, Subject Shares, provided that, if any of such options, warrants, rights or securities are subject to vesting, only upon and to the extent of such vesting and subject to the terms and conditions of Section 3(d) in the shareholder's agreement between such Management Shareholder and the Company (each, a "MANAGEMENT SHAREHOLDER'S AGREEMENT"). Each Management Shareholder shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce this clause 3. The Management Shareholders' Representative shall be entitled to receive notices and other communications and take decisions and exercise approvals, consents and other rights under or in connection with this Agreement for and on behalf of the Management Shareholders in accordance with the power of attorney granted to the Management Shareholders' Representative under each Management Shareholder's Agreement.

3.2 The Tag-Along Notice shall identify the number of Subject Shares proposed to be transferred in such Tag-Along Sale including the number of Subject Shares proposed to be sold by the Tag-Along Seller, the identity of the Tag-Along Purchaser, the consideration for which the transfer is proposed to be made, and all other material terms and conditions of the offer by the Tag-Along Purchaser, including the form of the proposed agreement, if any ("TAG-ALONG OFFEr").

3.3 Each Tagging Person shall have the right (a "TAG-ALONG RIGHT"), exercisable by written notice ("TAG-ALONG RESPONSE NOTICE") given to the Tag-Along Seller and the Company within 20 Business Days after its receipt of the Tag-Along Notice (the "TAG-ALONG NOTICE PERIOD"), to request that the Tag-Along Seller include in the proposed Tag-Along Sale the number of Subject Shares held by

such Tagging Person as is specified in the Tag-Along Response Notice, provided that:

3.3.1 if the aggregate number of Subject Shares proposed to be sold by the Tag-Along Seller and all Tagging Persons in any such transaction exceeds the number of Subject Shares that can be sold on the terms and conditions set forth in the Tag-Along Notice, then each Tag-Along Seller and each Tagging Person shall be entitled to include in the Tag-Along Sale only up to the lesser of (i) its Tag-Along Portion (defined below) of Subject Shares and (ii) the number of Subject Shares proposed to be sold by it specified in the Tag Along Offer (in the case of the Tag-Along Seller) or in its Tag-Along Response Notice (in the case of a Tagging Person) (the "MAXIMUM ALLOCATION");

3.3.2 if any Subject Shares remain unallocated after applying the cut-back requirement in clause 3.3.1, then such unallocated Subject Shares shall be allocated pro rata based on the total number of Subject Shares owned by each participant that shall have elected to sell more than its Tag-Along Portion, but in no event shall any such participant be required to sell more than its Maximum Allocation; and

3.3.3 for the purposes of this clause 3, "TAG-ALONG PORTION" means, for any Tag-Along Seller or Tagging Person in connection with any Tag-Along Sale, that number of Subject Shares of such Tag-Along Seller or Tagging Person, as the case may be, which is equal to the total number of Subject Shares proposed to be transferred in such Tag-Along Sale as specified in the related Tag-Along Notice, multiplied by a fraction, the numerator of which is the total number of Subject Shares (subject to clause 3.11) owned by the Tag-Along Seller or the Tagging Person, as the case may be, immediately prior to such Tag-Along Sale and the denominator of which is the total number of Subject Shares (subject to clause 3.11) owned by all the Tag-Along Sellers and Tagging Persons immediately prior to such Tag-Along Sale.

3.4 Each Tag-Along Response Notice shall include wire transfer instructions for payment of any cash consideration as part of the purchase price for the Subject Shares to be sold in such Tag-Along Sale. Each Tagging Person that exercises its Tag-Along Rights hereunder shall deliver to the Company (or its designated agent), no later than 5 Business Days prior to the proposed closing date for the Tag-Along Sale, the certificate or certificates representing the Subject Shares of such Tagging Person to be included in the Tag-Along Sale, together with a power-of-attorney authorising the Tag-Along Seller to transfer such Subject Shares on the terms set forth in the Tag-Along Notice. Subject to clause 3.5, delivery of a Tag-Along Response Notice during the Tag-Along Response Period by a Tagging Person shall constitute an irrevocable acceptance of the Tag-Along Offer by such Tagging Persons. Subject to clause 3.5, at the termination of the Tag-Along Notice Period, if a Relevant Shareholder shall not have elected to participate in the Tag-Along Sale by delivery of a Tag-Along Response Notice, such Relevant Shareholder shall be deemed to have waived its rights under this clause with respect to the transfer of its Subject Shares pursuant to such Tag-Along Sale.

3.5 In the event of a material change of the Tag-Along Offer (it being understood that any increase of the price payable by more than 5% of the original price shall be deemed a material beneficial change and any decrease of the price payable shall be deemed a material adverse change), the Tag-Along Seller shall (i) (if such change is a material adverse change) give written notice of such change to each Tagging Person, which shall have the right to revoke its election to participate in the Tag-Along Sale by providing written notice to the Company within 5 Business Days of receiving the notice of the change in terms, or (ii) (if such change is a material beneficial change) give written notice of such change to each Relevant Shareholder, which shall have the right to participate in the Tag-Along Sale, in each case, by providing written notice to the Company within 10 Business Days of receiving the notice of the change in terms.

3.6 The Tag-Along Seller shall transfer, on behalf of itself and as attorney for any Tagging Person pursuant to the relevant power-of-attorney in favor of the Tag-Along Seller, the Subject Shares of the Tag-Along Seller and all Tagging Persons elected to be transferred on the terms and conditions consistent with those set forth in the Tag-Along Notice on the closing date specified in the Tag-Along Offer (as may be extended in accordance therewith, the "TAG-ALONG SALE CLOSING DATE").

3.7 Concurrently with the consummation of the Tag-Along Sale, (i) the Tag-Along Seller shall notify the Tagging Persons thereof (including identifying the manner of delivery for any non-cash consideration), and
(ii) the total consideration due to each Tagging Person shall be remitted to such party, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Tag-Along Response Notices.

3.8 If, on the Tag-Along Sale Closing Date, the Tag-Along Sale is not consummated for any reason, (i) the Company (or its designated agent) shall return to each Tagging Person, to the extent previously provided, the limited power-of-attorney together with all certificates representing the Subject Shares that such Tagging Person delivered for transfer pursuant to this clause and any other documents executed by the Tagging Persons in connection with the proposed Tag-Along Sale, and
(ii) no Shareholder Party or Parties shall conduct any transfer of any Shares without again complying with this clause.

3.9 Notwithstanding anything contained in this clause there shall be no liability on the part of the Tag-Along Seller to the Tagging Persons if the transfer of Subject Shares pursuant to this clause is not consummated for any reason. Subject to the terms of any sale agreement executed in connection with a Tag-Along Sale, the decision of whether to effect a transfer of Subject Shares pursuant to this clause by the Tag-Along Seller, or to terminate any such transaction prior to consummation, is in the sole and absolute discretion of the Tag-Along Seller.

3.10 The rights and obligations of Relevant Shareholders to participate in a Tag-Along Sale are subject to the following additional conditions:

3.10.1   upon the consummation of such Tag-Along Sale, all of the
         Tagging Persons will receive the same form and amount of
         consideration per Subject Share, or, if any Tagging Person is
         given an option as to the form

                              13

         and amount of consideration to be received, all Tagging
         Persons will be given the same option;

3.10.2   subject to the terms of any sale agreement executed in
         connection with the Tag-Along Sale, no Tagging Person shall be
         obligated to pay any expenses incurred in connection with any
         unconsummated Tag-Along Sale and each Tagging Person shall be
         obligated to pay only its pro rata share (based on the number
         of Subject Shares transferred by it relative to the total
         number of Subject Shares transferred) of expenses incurred in
         connection with a consummated Tag-Along Sale to the extent
         such expenses are incurred for the benefit of all Tagging
         Persons and are not otherwise paid by the Company or another
         person;

3.10.3   each Tagging Person shall (i) make such representations,
         warranties and covenants and enter into such definitive
         agreements as are customary for transactions of the nature of
         the proposed transfer and as are consistent with, or no less
         favourable or more burdensome than, those applicable to the
         Tag-Along Seller; provided that a Tagging Person shall only be
         required to warrant title to its Subject Shares that are
         subject of the Tag Along Right and its right, power and
         authority to sell such Subject Shares, and the liability of a
         Tagging Person for any warranties in connection with each such
         Tagging Person's title to its Subject Shares and its right,
         power and authority to sell such Subject Shares, shall be
         several but not joint and each such Tagging Person shall not
         be liable for more than the lesser of (A) its pro rata share
         (based on the number of Subject Shares transferred by it
         relative to the total number of Subject Shares transferred) of
         any liability for such warranties and (B) the net proceeds
         received by such Tagging Person in connection with such
         transfer, (ii) otherwise be subject to all of the same
         provisions of the definitive agreements as the Tag-Along
         Seller, and (iii) be required to bear its pro rata share
         (based on the number of Subject Shares transferred by it
         relative to the total number of Subject Shares transferred) of
         any escrows, holdbacks or adjustments in purchase price.

3.11 Subject Shares that have been transferred by a Tag-Along Seller or Tagging Person in a Tag-Along Sale pursuant to the provisions of this clause 3 ("EXCLUDED SHARES") shall not be subject again to the restrictions set forth in this clause 3, nor shall any Shareholder Party holding Excluded Shares be entitled to exercise any rights as a Relevant Shareholder under this clause 3 with respect to such Excluded Shares, and Excluded Shares held by a Tag-Along Seller or any Tagging Person shall not be counted in determining the respective participation rights of such Shareholder Parties in a transfer subject to this clause.

3.12 This clause 3 shall terminate on the date that is thirty-six (36) months after the Effective Date.

4. CERTAIN AGREEMENTS

4.1 Notwithstanding any provision in this Agreement to the contrary, each of the Wellington Entities undertakes to:

4.1.1    exercise its voting rights as a Shareholder to approve any
         Change of Control; and

4.1.2    tender its Shares for sale in relation to any Change of
         Control on terms no less favourable than those on which the
         Investors sell their Shares;

if such Change of Control is approved by the Board and by Investors holding not less than 60% of the voting power of Shares held by the Investors (taking into consideration the provisions of Bye-Laws 63-67).

4.2 Each Shareholder Party consents to the bonus issue of Shares pursuant to a Cash-Less Exercise (as defined and described in the Wellington Option). Each Shareholder Party agrees to vote its Shares and otherwise take all reasonable action within its power to give effect to this clause and clause 4.9 of the Wellington Option.

5. CONFIDENTIALITY

5.1 Each Shareholder Party agrees that any Confidential Information furnished to it has been made available to it solely in connection with such Shareholder Party's investment in the Company. Each Shareholder Party agrees that it shall use the Confidential Information only in connection with its investment in the Company and not for any other purpose (including to disadvantage competitively the Group). Each Shareholder Party further acknowledges and agrees that it shall not disclose any Confidential Information to any person, except that Confidential Information may be disclosed:

(i) to such Shareholder Party's Representatives (as defined in the definition of "Confidential Information") or Representatives of any Affiliate of such Shareholder Party in the normal course of the performance of their duties; provided that, in case of a Shareholder Party other than the Names' Trustee, such Representative agrees to keep confidential any Confidential Information disclosed to it in accordance with the terms of this Agreement and, in the case of the Names' Trustee, it will inform its Representatives that the information they receive is Confidential Information and that such Representatives are expected to keep confidential such Confidential Information;

(ii) to the extent required by applicable law, rule or regulation, (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which such Shareholder Party is subject, provided that such Shareholder gives the Company prompt notice of such requirement(s) or request(s), to the extent practicable, so that the Company may seek an appropriate protective order or similar relief, and the

Shareholder Party shall cooperate with such efforts by the Company, and shall in any event make only such disclosure as is required by such law, rule or regulation);

(iii) to any person to whom such Shareholder Party is contemplating a transfer of its Shares, provided that such transfer would not be in violation of the provisions of this Agreement and such potential transferee is advised of the confidential nature of such information and agrees to be bound by a confidentiality agreement consistent with the provisions hereof;

(iv) to any regulatory authority or rating agency to which such Shareholder Party or any of its Affiliates is subject or with which it has regular dealings, as long as such authority or agency is advised of the confidential nature of such information; or

(v) if the prior written consent of the Board shall have been obtained.

Nothing contained herein shall prevent the use (subject, to the extent possible, to a protective order) of Confidential Information in connection with the assertion or defence of any claim by or against the Company or any Shareholder Party. Additionally, notwithstanding the restrictions in this clause 5, each Shareholder Party and its representatives or other agents may, without prior consent, disclose to any and all persons, without limitations of any kind, the tax treatment and tax structure of the Company and all materials of any kind (including tax opinions or other tax analyses) that are provided to them relating to the tax treatment and tax structure of the Company. The restrictions contained in this clause 5 shall terminate on the earlier of (x) as to any Shareholder Party, one year following the date on which such Shareholder Party ceases to be bound by this Agreement and (y) as to all Shareholder Parties, one year following the termination of this Agreement.

6. COSTS

6.1 The Company shall pay the reasonable legal fees and expenses incurred by each Investor and each Wellington Entity in connection with the negotiation, preparation and execution of this Agreement, the Registration Rights Agreement, the Management Shareholder's Agreements (and all other documents relating to the management equity plan referred to therein) and all other matters in connection with the IPO (as defined below) prior to the Effective Date.

6.2 The Company shall pay the reasonable legal fees and expenses incurred by all Management Shareholders, taken together, in connection with the negotiation, preparation and execution of (x) this Agreement, the Registration Rights Agreement, the Management Shareholder's Agreements (and all other documents relating to the management equity plan referred to therein) and all other matters in connection with the IPO (as defined below) prior to the Effective Date and (y) the Management Service Contracts; provided that, the Company shall only reimburse the Management Shareholders for any such legal fees and expenses incurred for the services of one firm of legal counsel.

6.3 The Company shall pay to the Names' Trustee, in connection with its administration of the Names Trust, the fees and expenses set forth in Schedule 3 of that certain Deed of Retirement, Appointment and Amendment entered into or to be entered into on or around the date of this Agreement by and between, among others, the Company and the Names' Trustee (as may be amended, restated, supplemented or otherwise modified from time to time, the "DEED OF APPOINTMENT") on the terms and conditions described in the Deed of Appointment.

7. EFFECTIVE DATE; DURATION

7.1 Clauses 6 and 8.9 of this Agreement shall become effective on and as of the date hereof and together with the Initial Subscription and Shareholders' Agreement (except for Clauses 11.9.1, 11.9.2 and 11.9.3 of the Initial Subscription and Shareholders' Agreement which on and as of the date hereof shall cease to have any force or effect) shall constitute the entire agreement and understanding of the parties hereto and thereto in respect of the subject matter contained herein and therein prior to the Effective Date. The remainder of this Agreement shall become effective on the completion date (the "EFFECTIVE DATE") of the Company's initial public offering of its equity securities pursuant to an effective registration statement (other than on Form F-4 or S-8 or successor form) filed under the Securities Act (the "IPO") and prior to such time shall have no force or effect. If the IPO is abandoned or is not completed for any reason prior to June 30, 2004, this Agreement (other than clauses 6 and 8.9 and this clause 7.1) shall have no force or effect and no party shall have any liability or other obligation to any other party in respect of any of the terms or provisions hereof, provided that, for avoidance of doubt, the Initial Subscription and Shareholders' Agreement, as modified by clauses 6 and 8.9 and this clause 7.1 of this Agreement, shall continue in full force and effect.

7.2 This Agreement shall terminate upon the first to occur of (i) the written agreement among the Company (acting with the approval of the Board) and each Shareholder Party that this Agreement be terminated,
(ii) a Change of Control, (iii) the liquidation or dissolution of the Company and (iv) the tenth anniversary of the Effective Date. At the time a Shareholder Party (other than a Wellington Entity) ceases to hold any Shares, such Shareholder Party shall cease to be a party to and be bound by this Agreement. At the time a Wellington Entity ceases to hold any Shares and the Wellington Option has been terminated or all options thereunder have lapsed, such Wellington Entity shall cease to be a party to and be bound by this Agreement. Notwithstanding the termination of this Agreement in its entirety or in respect of any party hereto, the terms of clause 5 (Confidentiality) shall survive in accordance with their terms and clauses 1 (Interpretation), 8 (General Provisions), 9 (Notices) and 10 (Governing Law) shall terminate at such time as no other clause or provision of this Agreement is in effect.

8. GENERAL PROVISIONS

8.1 Except as expressly provided otherwise in this Agreement, an amendment or other variation of this Agreement is valid only if it is in writing and signed by or on behalf of the Company (acting with the approval of the Board) and Shareholder Parties holding 75% of the voting power of the Shares (taking into

consideration the provisions of Bye-Laws 63-67) held by the Shareholder Parties, provided that any amendment or variation of this Agreement that would adversely affect a Shareholder Party in a disproportionate manner relative to the other Shareholder Parties may not be effected without the consent of such disproportionately effected Shareholder Party. No Manager shall have any right to receive notice of or consent to any amendment or other variation of this Agreement, unless such amendment or variation alters the effect of this clause 8.1 or clause 8.11 to the detriment of such Manager in which case such Manager's prior written consent shall be required. The Company and requisite Shareholder Parties shall be entitled to amend, modify, suspend, rescind or terminate clauses 3 and 6.1 of this Agreement without any notice to or consent of the Management Shareholders, provided that if any such action adversely affects only the Management Shareholders or adversely affects the Management Shareholders in a disproportionate manner relative to the other Shareholder Parties then such action shall not be taken without the prior written consent of Management Shareholders holding a majority of the voting power (taking into consideration the provisions of Bye-Laws 63-67) of the Shares then held by all Management Shareholders.

8.2 The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

8.3 The parties acknowledge and agree that if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and that the parties shall be entitled to specific performance of the terms hereof and immediate injunctive relief, without the necessity of proving the inadequacy of money damages as a remedy, in addition to any other remedy at law or equity.

8.4 If there is any conflict or inconsistency between the provisions of this Agreement and the Bye-Laws, this Agreement prevails as among the parties to this Agreement.

8.5 The invalidity, illegality or unenforceability of any provision of this Agreement does not affect the continuation in force of the remainder of this Agreement.

8.6 This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.

8.7 Except as expressly provided otherwise in clause 3.1 of this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

8.8 The parties agree that if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached,

irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and that the parties shall be entitled to specific performance of the terms hereof and immediate injunctive relief, without the necessity of proving the inadequacy of money damages as a remedy, in addition to any other remedy at law or equity.

8.9 Notwithstanding any other provision in this Agreement or any rights of any person at law or in equity, in the event of any default by any Investor under this Agreement, the remedies of any other person shall be restricted to enforcement of its rights against the interests of the defaulting Investor and no resort shall be had to (i) any of the partners of any Investor that is a partnership, any member of any Investor that is a limited liability company or any of the stockholders of any Investor that is a corporation or (ii) any property or assets of the partners of any Investor that is a partnership, the members of any Investor that is a limited liability company, or the stockholders of any Investor that is a corporation (other than the property and assets of the Investor itself). The parties to this Agreement acknowledge that the Names' Trustee is a party to this Agreement solely in its capacity as trustee of the Part A Trust Fund of the Names Trust and, accordingly, (x) the Names' Trustee shall be liable to satisfy its obligations under this Agreement, including, without limitation, any obligations or liabilities for any representations, warranties or covenants required to be made by the Names' Trustee as a Tagging Person under clause 3.10.3 above or arising in connection with any default by the Names' Trustee under this Agreement, only to the extent of the assets held from time to time by the Names' Trustee as trustee of the Part A Trust Fund of the Names Trust in accordance with the terms of the declaration of trust governing the Names Trust ("NAMES TRUST ASSETS") and (y) no recourse shall be had to (I) any assets other than the Names Trust Assets, including, any of the assets held by the Names' Trustee as trustee, co-trustee or nominee of a trust other than the Names Trust, as owner in its individual capacity or in any way other than as trustee of the Part A Trust Fund of the Names Trust or (II) the Names' Trustee for any cash, securities or other assets that have been distributed by the Names' Trustee to the Names Trust Beneficiaries as beneficiaries of the Names Trust.

8.10 Any of the rights, powers, discretions and consents of Phoenix may be exercised by Phoenix Equity Partners Limited or any other person or persons authorized in writing by Phoenix for the time being and Phoenix Equity Partners Limited or such other person or persons who has been authorized in writing may enforce such rights directly as if it were a party to this Agreement.

8.11 This Agreement amends and restates as of the Effective Date in its entirety the Initial Subscription and Shareholders' Agreement, provided that termination of the Initial Subscription and Shareholders' Agreement on the Effective Date shall not affect the accrued rights and obligations of any party thereto in respect of any representation or warranty made by any party thereunder. Subject to the foregoing, this Agreement and the documents expressly referred to herein or otherwise executed or to be executed in connection herewith constitute the entire agreement, and supersede any previous agreements, between the parties relating to the subject matter of this Agreement (other than the Registration Rights Agreement and each Management Shareholder's Agreement).

8.12 The parties hereto acknowledge and agree that Managers are party to this Agreement only to agree to the matters in this clause 8.12 and in clauses 8.11, 9 and 10.

8.13 Except as expressly provided otherwise herein, the provisions of this Agreement shall apply to the full extent set forth herein with respect to Shares or other securities in the Company or any security of any other person that may be issued in respect of, in exchange for, or in substitution of the Shares.

8.14 This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assignees, provided that any such assignee has executed a deed of adherence in the form of schedule 2.

9. NOTICES

9.1 Any notice or other communication under or in connection with this Agreement shall be in writing and shall be delivered (i) personally, or
(ii) by first class post in a pre-paid envelope, (iii) by fax, or (iv) by email, to the party due to receive the notice or communication at its address, fax number or email address set out or described below, or such other address, fax number or email address as a party may specify by notice in writing to the others in accordance with this clause:

(1) If to the Company, to:

Aspen Insurance Holdings Limited Victoria Hall
11 Victoria Street
Hamilton HM11 Bermuda
Attention: Julian Cusack Fax: +1 441 295 1829
Email: julian.cusack@aspen.bm

(2) If to a Shareholder (other than a Management Shareholder), at such Shareholder's address, fax number or email address as set forth in the Register of Members maintained by the Company, contained in any deed of adherence to this Agreement or otherwise on file with the Company (as the case may be). Any person that becomes a Shareholder shall promptly provide to the secretary of the Company such Shareholder's address, fax number and email address for the purpose of notices hereunder.

(3) If to a Management Shareholder, to the Management Shareholders' Representative, at:

Aspen Insurance Holdings Limited c/o Aspen Reinsurance UK Limited 100 Leadenhall Street
London EC3A 3DD
Attention: Christopher O'Kane / Chief Executive Officer Fax: +44 207 929 4111

Email: chris.okane@aspen-re.com

9.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given: (i) if delivered personally, when left at the address referred to in clause 9.1; (ii) if sent by mail other than air mail, five Business Days after posting such notice; (iii) if sent by air mail, two Business Days after posting such; (iv) if sent by fax on a Business Day between the hours of 9 a.m. and 5 p.m. (local time at recipient's address), when confirmation of its transmission has been recorded by the sender's fax machine, and if sent at any other time, if confirmation of its transmission has been recorded by the sender's fax machine, at 9 a.m. on the next succeeding Business Day; or (v) if sent by email on a Business Day between the hours of 9 a.m. and 5 p.m. (local time at recipient's address), one hour after transmission, and if sent at any other time, at 9 a.m. on the next succeeding Business Day, unless, in either case, the sender receives a return message within three hours after transmission indicating that the email has not been delivered to the intended recipient (including any message that the intended recipient is "out of the office" or otherwise unavailable), unless the sender confirms by telephone directly with the intended recipient his or her receipt of the email.

10. GOVERNING LAW AND JURISDICTION

10.1 This Agreement is governed by English law.

10.2 The courts of England have non-exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement (respectively, "PROCEEDINGS" and "DISPUTES") and, for these purposes, each party irrevocably submits to the jurisdiction of the courts of England.

10.3 Each party irrevocably waives any objection which it might at any time have to the courts of England being nominated as the forum to hear and decide any Proceedings and to settle any Disputes and agrees not to claim that the courts of England are not a convenient or appropriate forum.

10.4 Each Shareholder Party who is not resident in England shall at all times maintain an agent for service of process and any other documents in connection with proceedings in England or any other proceedings in connection with this Agreement.

SCHEDULE 1

THE INVESTORS

Candover Partners Limited as General Partner of the following limited partnerships:
Candover 2001 Fund UK No. 1 Limited Partnership Candover 2001 Fund UK No. 2 Limited Partnership Candover 2001 Fund UK No. 3 Limited Partnership Candover 2001 Fund UK No. 4 Limited Partnership Candover 2001 Fund UK No. 5 Limited Partnership Candover 2001 Fund UK No. 6 Limited Partnership Candover 2001 Fund US No. 1 Limited Partnership Candover 2001 Fund US No. 2 Limited Partnership Candover 2001 Fund US No. 3 Limited Partnership Candover 2001 Fund US No. 4 Limited Partnership Candover 2001 Fund US No. 5 Limited Partnership Candover 2001 GmbH & Co. KG
Candover Investments plc
Candover (Trustees) Limited
Mourant & Co. Trustees Limited

DLJ Offshore Partners III, C.V.
DLJ Offshore Partners III-1, C.V.
DLJ Offshore Partners III-2, C.V.
DLJMB Partners III GmbH & Co. KG

Millennium Partners II, L.P.
MBP III Plan Investors, L.P.

3i Group plc

Phoenix Equity Partners IV "C" L.P.

Donaldson, Lufkin & Jenrette Securities Corporation Phoenix Equity Partners III and IV Executive Investment Plan L.P.

Phoenix Equity Partners IV Co-Investment Plan

Montpelier Reinsurance Ltd.

The Lexicon Partnership LLP

SCHEDULE 1

THE MANAGERS

Paul Myners
Christopher O'Kane
Julian Cusack
Sarah Davies
David May

SCHEDULE 2

DEED OF ADHERENCE

THIS DEED OF ADHERENCE is made on [ ] 200[ ]

BY [ ] of [ ] (the "COVENANTOR") in favour of the persons whose names are set out in the schedule to this Deed and is SUPPLEMENTAL to the Amended and Restated Shareholders' Agreement dated [o] 2003 made by (1) Aspen Insurance Holdings Limited, (2) BCP Excalibur Holdco (Cayman) Limited, (3) Wellington Underwriting plc, (4) Harrington Trust Limited and (5) others (the "SHAREHOLDERS' AGREEMENT").

THIS DEED WITNESSES as follows:

The Covenantor confirms that it has been given and read a copy of the Shareholders' Agreement and covenants with each person named in the schedule to this Deed to perform and be bound by all the terms of the Shareholders' Agreement, as if the Covenantor were a Shareholder Party who is party to the Shareholders' Agreement.

This Deed is governed by English law.

IN WITNESS WHEREOF this Deed has been executed by the Covenantor and is intended to be and is hereby delivered on the date first above written.

SCHEDULE

[Parties to Shareholders' Agreement including those who have executed earlier deeds of adherence].

EXECUTED by the parties:

Signed by                                                     )  /s/ Christopher O' Kane
                                                                 --------------------------------
duly authorised for and on behalf of                          )
ASPEN INSURANCE HOLDINGS LIMITED                              )

Signed by                                                     )  /s/ Stuart William Robinson
                                                                 --------------------------------
duly authorised for and on behalf of                          )
3I GROUP PLC                                                  )

Signed by                                                     )  /s/ Michael Isikow
                                                                 --------------------------------
duly authorised for and on behalf of                          )
DLJ MERCHANT BANKING III, INC.                                )
as Managing General Partner for and on behalf of              )
DLJMB OVERSEAS PARTNERS III, C.V.                             )

Signed by                                                     )  /s/ Michael Isikow
                                                                 --------------------------------
duly authorised for and on behalf of                          )
DLJ MERCHANT BANKING III, INC.                                )
as Advisory General Partner for and on behalf of              )
DLJ OFFSHORE PARTNERS III, C.V.                               )

Signed by                                                     )  /s/ Michael Isikow
                                                                 --------------------------------
duly authorised for and on behalf of                          )
DLJ MERCHANT BANKING III, INC.                                )
as Advisory General Partner on behalf of                      )
DLJ OFFSHORE PARTNERS III-1, C.V.                             )
and as attorney-in-fact for                                   )
DLJ MERCHANT BANKING III, L.P.,                               )
as Associate General Partner for and on behalf of             )
DLJ OFFSHORE PARTNERS III-1, C.V.                             )

Signed by                                                     )  /s/ Michael Isikow
                                                                 --------------------------------
duly authorised for and on behalf of                          )
DLJ MERCHANT BANKING III, INC.                                )
as Advisory General Partner on behalf of                      )
DLJ OFFSHORE PARTNERS III-2, C.V.                             )
and as attorney-in-fact for                                   )
DLJ MERCHANT BANKING III, L.P.                                )
as Associate General Partner for and on behalf of             )
DLJ OFFSHORE PARTNERS III-2, C.V.                             )

Signed by                                                     )  /s/ Michael Isikow
                                                                 --------------------------------
duly authorised for and on behalf of                          )
DLJ MERCHANT BANKING III, INC.                                )
General Partner of                                            )
DLJ MERCHANT BANKING III, L.P.                                )
as Managing Limited Partner for and on behalf of              )
DLJMB PARTNERS III GMBH & CO. KG                              )

Signed by                                                     )  /s/ Michael Isikow
                                                                 --------------------------------
duly authorised for and on behalf of                          )
DLJ LBO PLANS MANAGEMENT                                      )
CORPORATION                                                   )
as Managing General Partner for and on behalf of              )
MBP III PLAN INVESTORS, L.P.                                  )

Signed by                                                     )  /s/ Michael Isikow
                                                                 --------------------------------
duly authorised for and on behalf of                          )
DLJ MERCHANT BANKING III, INC.                                )
as Managing General Partner for and on behalf of              )
MILLENNIUM PARTNERS II, L.P.                                  )

Signed by                                                     )
duly authorised for and on behalf of                          )
OGP III, L.L.C.,                                              )
as General Partner for and on behalf of                       )
OLYMPUS GROWTH FUND III, L.P.                                 )

Signed by                                                     )
duly authorised for and on behalf of                          )
NIBUR, L.L.C.                                                 )
General Partner of                                            )
OEF, L.P.                                                     )
General Partner for and on behalf of                          )
OLYMPUS EXECUTIVE FUND L.P.                                   )

Signed by                                                     )  /s/ [Illegible]
                                                                 --------------------------------
duly authorised for and on behalf of                          )
PHOENIX EQUITY PARTNERS LIMITED                               )
in its capacity as manager for and on behalf of               )
PHOENIX EQUITY PARTNERS IV "A" L.P.                           )

Signed by                                                     )  /s/ [Illegible]
                                                                 --------------------------------
duly authorised for and on behalf of                          )
PHOENIX EQUITY PARTNERS LIMITED                               )
in its capacity as manager for and on behalf of               )
PHOENIX EQUITY PARTNERS IV "B" L.P.                           )

Signed by                                                     )  /s/ [Illegible]
                                                                 --------------------------------
duly authorised for and on behalf of                          )
PHOENIX EQUITY PARTNERS LIMITED                               )
in its capacity as manager for and on behalf of               )
PHOENIX EQUITY PARTNERS IV "C" L.P.                           )

Signed by                                                     )  /s/ [Illegible]
                                                                 --------------------------------
PHOENIX EQUITY PARTNERS LIMITED                               )
as attorney for                                               )
DONALDSON, LUFKIN & JENRETTE                                  )
SECURITIES CORPORATION                                        )

Signed by                                                     )  /s/ [Illegible]
                                                                 --------------------------------
duly authorised for and on behalf of                          )
PHOENIX EQUITY PARTNERS LIMITED                               )
in its capacity as administrator for and on behalf of         )
THE PHOENIX EQUITY PARTNERS IV                                )
CO-INVESTMENT PLAN                                            )

Signed by                                                     )  /s/ [Illegible]
                                                                 --------------------------------
duly authorised for and on behalf of                          )
PHOENIX EQUITY PARTNERS LIMITED                               )
in its capacity as manager for and on behalf of               )
PHOENIX EQUITY PARTNERS III AND IV                            )
EXECUTIVE INVESTMENT PLAN L.P.                                )

Signed by                                                     )  /s/ [Illegible]
                                                                 --------------------------------
duly authorised for and on behalf of                          )
PHOENIX EQUITY PARTNERS LIMITED                               )

Signed by                                                     )  /s/ Marek Gumienny
                                                                 --------------------------------
duly authorised attorney for and on behalf of                 )
CANDOVER PARTNERS LIMITED                                     )
as general partner for and on behalf of                       )
CANDOVER 2001 FUND US NO. 1 LIMITED                           )
PARTNERSHIP                                                   )

Signed by                                                     )  /s/ Marek Gumienny
                                                                 --------------------------------
duly authorised attorney for and on behalf of                 )
CANDOVER PARTNERS LIMITED                                     )
as general partner for and on behalf of                       )
CANDOVER 2001 FUND US NO. 2 LIMITED                           )
PARTNERSHIP                                                   )

Signed by                                                     )  /s/ Marek Gumienny
                                                                 --------------------------------
duly authorised attorney for and on behalf of                 )
CANDOVER PARTNERS LIMITED                                     )
as general partner for and on behalf of                       )
CANDOVER 2001 FUND US NO. 3 LIMITED                           )
PARTNERSHIP                                                   )

Signed by                                                     )  /s/ Marek Gumienny
                                                                 --------------------------------
duly authorised attorney for and on behalf of                 )
CANDOVER PARTNERS LIMITED                                     )
as general partner for and on behalf of                       )
CANDOVER 2001 FUND US NO. 4 LIMITED                           )
PARTNERSHIP                                                   )

Signed by                                                     )  /s/ Marek Gumienny
                                                                 --------------------------------
duly authorised attorney for and on behalf of                 )
CANDOVER PARTNERS LIMITED                                     )
as general partner for and on behalf of                       )
CANDOVER 2001 FUND US NO. 5 LIMITED                           )
PARTNERSHIP                                                   )

Signed by                                                     )  /s/ Marek Gumienny
                                                                 --------------------------------
duly authorised attorney for and on behalf of                 )
CANDOVER PARTNERS LIMITED                                     )
as general partner for and on behalf of                       )
CANDOVER 2001 FUND UK NO. 1 LIMITED                           )
PARTNERSHIP                                                   )

Signed by                                                     )  /s/ Marek Gumienny
                                                                 --------------------------------
duly authorised attorney for and on behalf of                 )
CANDOVER PARTNERS LIMITED                                     )
as general partner for and on behalf of                       )
CANDOVER 2001 FUND UK NO. 2 LIMITED                           )
PARTNERSHIP                                                   )

Signed by                                                     )  /s/ Marek Gumienny
                                                                 --------------------------------
duly authorised attorney for and on behalf of                 )
CANDOVER PARTNERS LIMITED                                     )
as general partner for and on behalf of                       )
CANDOVER 2001 FUND UK NO. 3 LIMITED                           )
PARTNERSHIP                                                   )

Signed by                                                     )  /s/ Marek Gumienny
                                                                 --------------------------------
duly authorised attorney for and on behalf of                 )
CANDOVER PARTNERS LIMITED                                     )
as general partner for and on behalf of                       )
CANDOVER 2001 FUND UK NO. 4 LIMITED                           )
PARTNERSHIP                                                   )

Signed by                                                     )  /s/ Marek Gumienny
                                                                 --------------------------------
duly authorised attorney for and on behalf of                 )
CANDOVER PARTNERS LIMITED                                     )
as general partner for and on behalf of                       )
CANDOVER 2001 FUND UK NO. 5 LIMITED                           )
PARTNERSHIP                                                   )

Signed by                                                     )  /s/ Marek Gumienny
                                                                 --------------------------------
duly authorised attorney for and on behalf of                 )
CANDOVER PARTNERS LIMITED                                     )
as general partner for and on behalf of                       )
CANDOVER 2001 FUND UK NO. 6 LIMITED                           )
PARTNERSHIP.                                                  )

Signed by                                                     )  /s/ Marek Gumienny
                                                                 --------------------------------
CANDOVER 2001 GMBH & CO. KG                                   )
represented by                                                )
DEUTSCHE CANDOVER                                             )
(MANAGING LIMITED PARTNER) GMBH                               )
represented by                                                )
Norbert Pacho as managing director                            )

Signed by                                                     )  /s/ Marek Gumienny
                                                                 --------------------------------
duly authorised attorney for and on behalf of                 )
CANDOVER (TRUSTEES) LIMITED                                   )

Signed by                                                     )  /s/ Julie Lewis
                                                                 --------------------------------
duly authorised for and on behalf of                          )
MOURANT & CO. TRUSTEES LIMITED                                )
in its capacity as trustee of                                 )
CANDOVER 2001 EMPLOYEE BENEFITS TRUST                         )

Signed by                                                     )  /s/ Marek Gumienny
                                                                 --------------------------------
duly authorised attorney for and on behalf of                 )
CANDOVER INVESTMENTS PLC                                      )

Signed by                                                     )  /s/ A.C. Winther
                                                                 --------------------------------
duly authorised for and on behalf of                          )
THE LEXICON PARTNERSHIP LLP                                   )

Signed by                                                     )  /s/ Julian Avery
                                                                 --------------------------------
duly authorised for and on behalf of                          )
WELLINGTON UNDERWRITING PLC                                   )

Signed by                                                     )  /s/ Anthony Taylor
                                                                 --------------------------------
duly authorised for and on behalf of                          )
MONTPELIER REINSURANCE LTD.                                   )

Signed by                                                     )  /s/ Bret Pearlman
                                                                 --------------------------------
duly authorised for and on behalf of                          )
BCP EXCALIBUR HOLDCO (CAYMAN) LIMITED                         )

Signed by                                                     )  /s/ Bret Pearlman
                                                                 --------------------------------
duly authorised for and on behalf of                          )
BOCP EXCALIBUR HOLDCO (CAYMAN) LIMITED                        )

Signed by                                                     )  /s/ Bret Pearlman
                                                                 --------------------------------
duly authorised for and on behalf of                          )
BFIP EXCALIBUR HOLDCO (CAYMAN) LIMITED                        )

Signed by                                                     )  /s/ Bret Pearlman
                                                                 --------------------------------
duly authorised for and on behalf of                          )
BGE EXCALIBUR HOLDCO (CAYMAN) LIMITED                         )

Signed by                                                     )  /s/ [Illegible]
                                                                 --------------------------------
duly authorized for and behalf of                             )
HARRINGTON TRUST LIMITED                                      )
solely as trustee of the Part A Trust                         )
Fund of the Names Trust                                       )

Each Manager has executed and delivered this Agreement only for the limited
purposes described in clause 8.12.

Signed by                                                     )  /s/ Paul Myners
                                                                 --------------------------------
PAUL MYNERS                                                   )

Signed by                                                     )  /s/ Christopher O'Kane
                                                                 --------------------------------
CHRISTOPHER O'KANE                                            )

Signed by                                                     )  /s/ Julian Cusack
                                                                 --------------------------------
JULIAN CUSACK                                                 )

Signed by                                                     )  /s/ Sarah Davies
                                                                 --------------------------------
SARAH DAVIES                                                  )

Signed by                                                     )  /s/ David May
                                                                 --------------------------------
DAVID MAY                                                     )

EXHIBIT 10.2

FORM OF THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This Third Amended and Restated Registration Rights Agreement, dated as of November 14, 2003 (this "Agreement"), among Aspen Insurance Holdings Limited (formerly known as Exali Reinsurance Holdings Limited), a Bermudan limited company (the "Company"), the persons named in Schedule 1 attached hereto (the "Investors" and each an "Investor"), Wellington Underwriting plc ("WU plc") and Harrington Trust Limited solely as trustee of the Part A Trust Fund of the Names Trust (defined below) (including its successors, the "Names' Trustee").

WHEREAS, the Company, the Investors, WU plc, the Names' Trustee and others are parties to an Amended and Restated Shareholders' Agreement, dated as of September 30, 2003 (the "Shareholders' Agreement");

WHEREAS, the Company intends to execute an Amended and Restated Instrument Constituting an Option to Subscribe for Shares to be dated in or about November 2003 (as it may be amended, restated, supplemented or otherwise modified from time to time, the "Option Instrument"), and pursuant to option certificates issued under the Option Instrument, each of WU plc and the Names' Trustee (the "Optionholders") have been granted options (the "Options") to purchase non-voting ordinary shares of the equity capital of the Company (the "Option Shares"; in accordance with the Option Instrument, on and after the Effective Date (as defined below), the non-voting ordinary shares issuable upon exercise of the Options shall convert on a one-to-one basis into Ordinary Shares (as defined below) immediately upon issuance thereof);

WHEREAS, the Company, the Investors, WU plc and the Names' Trustee are parties to that certain Amended and Restated Registration Rights Agreement dated July 23, 2002, as amended and restated by that certain Second Amended and Restated Registration Rights Agreement dated as of September 30, 2003 (the "Prior Agreement"); and

WHEREAS, the parties to the Prior Agreement desire to amend and restate the Prior Agreement in its entirety pursuant to the terms of this Agreement.

NOW THEREFORE, the Company and the Investors hereby agree to amend and restate the Prior Agreement in its entirety as follows:

1. Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

"Affiliate" means, with respect to any person, any other person directly or indirectly controlling, controlled by or under common control with such person, provided that no securityholder of the Company shall be deemed an Affiliate of the Company or of any other securityholder solely by reason of any investment in the Company. For the purpose of this definition, the term "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise.

"Associated Person" has the meaning specified in the Shareholders' Agreement.

"Blackstone Holder" means each Holder listed in Schedule 1 under the heading "Blackstone".

"Business Day" means any day (excluding Saturdays and Sundays) on which banks generally are open in New York, London and Bermuda for the transaction of normal banking business.

"Candover Holder" means each Holder listed in Schedule 1 under the heading "Candover".

"Company Holders" means each director, officer or employee of the Company or its subsidiaries that holds any Ordinary Shares or Ordinary Share Equivalents.

"Company Holders' Representative" means Christopher O'Kane or, if he is not serving as chief executive officer of the Company, the then acting chief executive officer of the Company.

"CSFB Holder" means each Holder listed in Schedule 1 under the heading "CSFB".

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute then in effect, and a reference to a particular section thereof shall be deemed to include a reference to the comparable section, if any, of any such similar federal statute.

"Governmental Entity" shall mean any court, department, body, board, bureau, administrative agency or commission or other governmental authority or instrumentality.

"Holder" means, so long as such person holds any Ordinary Shares or Ordinary Share Equivalents, each of the Investors, WU plc, the Names' Trustee, the Optionholders and the Company Holders and each Transferee of any such person, subject to the terms of Section 5 with respect to Permitted Distributees.

"Holders' Counsel" means (i) in connection with a Demand Registration conducted pursuant to Section 2, one firm of counsel selected by the Requesting Holder to act for the Requesting Holder and the Participating Holders and, failing agreement among the Holders (if more than one) comprising the Requesting Holder, such counsel shall be selected by plurality vote of the number of Registrable Securities requested to be sold by such Holders comprising the Requesting Holder and (ii) in connection with an incidental registration conducted pursuant to Section 3, one firm of counsel selected by the Selling Holders to act for the Selling Holders and, failing agreement among the Selling Holders, such counsel shall be selected by plurality vote of the number of Registrable Securities requested to be sold by the Selling Holders.

"Initial Public Offering" shall mean the closing of the first public offering of Ordinary Shares or Ordinary Share Equivalents or other equity securities by the Company or any other person in a primary or secondary offering pursuant to an effective registration statement filed by the Company under the Securities Act (or any law or regulation of similar effect in force in the United States or elsewhere).

"Management Shareholder's Agreement" means, for each Company Holder, a shareholder's agreement entered into from time to time between such Company

Holder and the Company pertaining to the Ordinary Shares or Ordinary Share Equivalents owned by such Company Holder.

"Names" has the meaning specified in the Shareholders' Agreement.

"Names Trust" has the meaning specified in the Shareholders' Agreement.

"Names Trust Beneficiaries" has the meaning specified in the Shareholders' Agreement.

"Ordinary Share Equivalents" means any shares, warrants, rights, calls, options, debt or other securities exchangeable or exercisable for or convertible into Ordinary Shares, including, without limitation, the Options.

"Ordinary Shares" means the voting ordinary shares of the Company and any securities issued or distributed in respect thereof, or in substitution therefor, in connection with any stock split, dividend, spin-off or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization or business combination.

"Permitted Distributee" has the meaning specified in the Shareholders' Agreement.

"Permitted Distribution" has the meaning specified in the Shareholders' Agreement.

"person" means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

"Registrable Securities" shall mean any Ordinary Shares and any Ordinary Shares, including any Option Shares, owned or to be acquired upon conversion, exercise or exchange of Ordinary Share Equivalents. As to any particular Registrable Securities, once issued, such Registrable Securities shall cease to be Registrable Securities when (i) a registration statement with respect to the sale by the applicable Holder of such securities has become effective under the Securities Act and such securities have been disposed of in accordance with such registration statement, (ii) such securities have been distributed to the public in accordance with all of the conditions of Rule 144 (or any similar or successor provision) under the Securities Act, (iii) such securities have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer have been delivered by the Company and subsequent disposition of such securities does not require registration or qualification of such securities under the Securities Act or any state securities or blue sky law then in force, or (iv) such securities have ceased to be outstanding.

"Registration Expenses" shall mean all expenses incident to the Company's performance of or compliance with this Agreement (regardless of whether a related registration statement is declared effective), including, without limitation, all SEC and stock exchange or National Association of Securities Dealers, Inc. (the "NASD") registration and filing fees and expenses, fees and expenses of compliance with securities or blue sky laws (including, without limitation, reasonable fees and disbursements of counsel for any underwriters in connection with blue sky qualifications of the Registrable Securities), rating agency fees, printing expenses,

messenger, telephone and delivery expenses, the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange or national market system, the fees and disbursements of counsel for the Company and all independent certified public accountants (including the expenses of any annual audit, special audit and "cold comfort" letters required by or incident to such performance and compliance), securities laws liability insurance (if the Company so desires), the reasonable fees and disbursements of underwriters (including, without limitation, all reasonable fees and expenses of any "qualified independent underwriter" required by the rules of the NASD) customarily paid by issuers or sellers of securities (excluding, for the sake of clarity, the fees and expenses of underwriters' counsel), the expenses customarily borne by the issuers of securities in a "road show" presentation to potential investors, the reasonable fees and disbursements of Holders' Counsel, the reasonable fees and expenses of special counsel of any Holder participating as a Requesting Holder or a Participating Holder in any Demand Registration conducted pursuant to Section 2 or as a Selling Holder in any incidental registration conducted pursuant to Section 3, in each case, for the rendering by such special counsel of any legal opinion(s) reasonably required of such Holder by the Company or any underwriter in connection with such participation, the reasonable fees and expenses of any special experts retained by the Company in connection with such registration, the fees and expenses of other persons retained by the Company (but not including any underwriting discounts or commissions, which shall be paid or borne by the selling Holder) and other reasonable out-of-pocket expenses of any Holder.

"SEC" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act or the Exchange Act.

"Securities Act" shall mean the Securities Act of 1933, as amended, or any similar federal statute then in effect, and a reference to a particular section thereof shall be deemed to include a reference to the comparable section, if any, of any such similar federal statute.

"Transferee" means, in respect of any Holder, any person to which such Holder permissibly transfers any Ordinary Shares or Ordinary Share Equivalents; for the purposes of this definition, an Ordinary Share or Ordinary Share Equivalent will be deemed to have been permissibly transferred if such transfer complies with all applicable laws and regulations, the Bye-Laws of the Company and, as applicable to such Holder, the Shareholders' Agreement or the Management Shareholder's Agreement to which such Holder is bound and the terms of this Agreement, provided that
(x) if, as a result of such transfer such Ordinary Shares or Ordinary Share Equivalents no longer qualify as Registrable Securities, then the transferee shall not be deemed a Transferee, and (y) no person to which any Company Holder transfers any of its Ordinary Shares or Ordinary Share Equivalents shall be deemed a Transferee other than (A) upon the death of such Company Holder, the Shareholder's Estate (as defined in the Management Shareholder's Agreement to which such Company Holder is a party) or (B) during the life of such Company Holder, the Shareholder's Trust (as defined in the Management Shareholder's Agreement to which such Company Holder is a party).

2. Demand Registration.

(a) Request by Holders; Revocation/Modification of Request.

(i) At any time following the earlier of 180 days after the effective date of the registration statement for the Initial Public Offering and the expiration of the period during which the managing underwriters for the Initial Public Offering shall prohibit the Company from effecting any other public sale or distribution of Ordinary Shares, upon the written request of Holder(s) (other than Company Holders) holding in the aggregate $50 million of Registrable Securities (based on the closing trading price of the applicable Registrable Securities on the last trading day prior to the date of any request) (such requesting Holder(s) being referred to collectively as the "Requesting Holder"), the Requesting Holder may request (each such request, a "Demand Registration") that the Company, at the Requesting Holder's option, either (i) effect the registration under the Securities Act of all or part of the Registrable Securities held by such Requesting Holder and specifying the intended method of disposition thereof, or (ii) effect the registration of all or any of such Requesting Holder's Registrable Securities by filing a registration statement on Form F-3 (or any successor thereto) or other applicable form under the Securities Act which provides for the sale by the Requesting Holder of its Registrable Securities from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration"), provided that the option to request a Shelf Registration shall be available only following the first anniversary of the effective date of the registration statement for the Initial Public Offering. For each request, the Company will use its reasonable best efforts to effect the registration under the Securities Act of such Registrable Securities and all other Registrable Securities requested by Participating Holders (as defined below) to be included in such Demand Registration in accordance with Section 2(c)(i) below, to the extent necessary to permit the disposition in accordance with such Holder's requests of all Registrable Securities so requested to be registered. The number of Registrable Securities requested to be included in a Demand Registration involving an underwritten offering by the Requesting Holder and any Participating Holders (as defined below) shall be allocated on the same terms and conditions between the firm commitment and the underwriters' over-allotment option in accordance with market practice after consultation with the managing underwriter. The Requesting Holder and the Company shall consult with one another at the beginning of, and throughout, the registration process to coordinate the timing of the proposed offering. Except as otherwise expressly provided herein, if more than one Holder comprises the Requesting Holder for any Demand Registration, failing agreement among such Holders in respect of any decision or action to be taken by the Requesting Holder in connection with such Demand Registration, such decision or action may be taken by majority vote of the number of Registrable Securities requested to be sold by such Holders.

(ii) At any time prior to the effective date of the registration statement relating to a Demand Registration, the Requesting Holder may revoke such request, without liability to any of the Participating Holders, by providing a notice of such revocation to the Company. A request, so revoked, shall be considered to be a Demand Registration unless (w) such revocation arose out of an act or omission of the Company (in which case the Company shall be obligated to pay all Registration Expenses in connection with such revoked request), including without limitation for this purpose any such revocation in response to a material adverse development or disclosure with respect to the business or financial condition of the Company, which development or disclosure was not known to the Requesting Holder otherwise to be charged with a Demand Registration, or (x) such revocation is in response to a Delay Notice (as defined below), or (y) such revocation is in response to a Pricing Notice (as defined below), or (z) the Requesting Holder reimburses the Company for all Registration Expenses of such revoked request. In the case of a Demand Registration for an underwritten offering, the Company agrees to use commercially reasonable efforts to notify the Requesting Holder if the price for any Ordinary Shares or Ordinary Share Equivalent to be registered for sale for the account of the Company is expected to occur outside of any expected pricing

range previously disclosed in writing by the Company (or any "pricing" or similar committee formed for such purpose) to the Requesting Holder (each such a notice, together with the pricing notices described in Sections 2(f) and 3(b) below, a "Pricing Notice"); provided that the Company shall not have any such obligation with respect to any registration involving the registration of Ordinary Shares or Ordinary Share Equivalents only for the account of parties other than the Company.

(iii) At any time prior to the effective date of the registration statement relating to a Demand Registration, the Requesting Holder may modify its request, without liability to any of the Participating Holders, by providing a written notice of such modification to the Company and, in a Demand Registration for an underwritten offering, the managing underwriter.

(b) Shelf Registration. The Company shall use its reasonable best efforts to keep any Shelf Registrations continuously effective for the 180-day period beginning on the date on which the Shelf Registration is declared effective. During the period during which the Shelf Registration is effective, the Company shall promptly supplement or make amendments to the Shelf Registration, if required by the Securities Act or if reasonably requested by the Requesting Holder or an underwriter of Registrable Securities, including to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.

(c) Participation in Demand Registration.

(i) Upon receipt of a Demand Registration by a Requesting Holder, subject to the terms and conditions of this Agreement, the Company will as soon as reasonably possible but not later than 3 Business Days after receipt of such notice, give written notice to all other Holders of Registrable Securities that a Demand Registration has been received. Each such other Holder may request, by delivery of written notice to the Company, that the Company also register the number of such Holder's Registrable Securities specified in such notice (each such other Holder that delivers such notice, a "Participating Holder"), provided that the Company receives such notice during the period (the "Demand Participation Period") expiring at 3 p.m. (EST) on the 10th calendar day following receipt of the Company's notice, provided, further, that, subject to the provisions in the next sentence, in the case of the Names' Trustee, such period shall expire at 3 p.m. (EST) on the 20th Business Day following receipt of the Company's notice (the "Names' Trustee Demand Participation Period"). If such Demand Registration involves an underwritten public offering and compliance with the last proviso of the immediately preceding sentence would, in the opinion of Requesting Holder (after consultation with the managing underwriter), delay such registration and offering, the Requesting Holder may determine that the Names' Trustee shall be subject to the Demand Participation Period for such Demand Registration and shall deliver written notice of such determination to the Company and the Names' Trustee as soon as reasonably practicable after making such determination. If the Requesting Holder so notifies the Company and the Names' Trustee, then (i) the Names' Trustee will be a Participating Holder only in respect of any of its Registrable Securities that the Names' Trustee has requested to be included in such Demand Registration pursuant to a notice delivered to the Company during (but not after the expiration of) the Demand Participation Period and (ii) the provisions of Section 2(c)(ii) shall apply to any of the Registrable Securities that the Names' Trustee has requested to be included in such Demand Registration pursuant to a notice delivered to the Company within the Names' Trustee Demand Participation Period but after the expiration of the Demand Participation Period (the "Additional NT Piggyback

Securities"). A Participating Holder may revoke (and, if it does, it shall no longer be deemed a Participating Holder) or modify from time to time its request to participate in a Demand Registration as follows: (i) in the case of a Shelf Registration that does not involve an underwritten offering, by delivery of written notice of such revocation or modification to the Company at any time prior to the effective date of the registration statement relating to such Shelf Registration; or (ii) in the case of a Demand Registration involving an underwritten offering, by delivery of written notice of such revocation or modification to the Company and the managing underwriter, no later than (x) 3
p.m. (EST) on the Business Day immediately prior to the date of printing of the "red herring" preliminary prospectus for such Demand Registration or (y) any time prior to the effective date of the registration statement relating to such Demand Registration, so long as such revocation or modification (when considered together with any other revocations or modifications notified by the Requesting Holder or any other Participating Holders) would not require, in the opinion of the managing underwriter, a revised "red herring" preliminary prospectus to be re-circulated. In the event the Requesting Holder revokes a Demand Registration in accordance with Section 2(a)(ii), each Participating Holder's request to participate in such Demand Registration shall be deemed revoked. After the expiration of the Demand Participation Period and, following any modification of a request by the Requesting Holder in accordance with Section 2(a)(iii) or any modification or revocation of a request by any of the Participating Holders in accordance with this Section 2(c)(i), the Company shall notify the Requesting Holder, the Participating Holders and, in a Demand Registration for an underwritten offering, the managing underwriter, of the number of Registrable Securities to be registered (as modified, as the case may be).

(ii) In connection with any Demand Registration for an underwritten public offering, in the event the Requesting Holder determines pursuant to Section 2(c)(i) above that the Names' Trustee shall be subject to the Demand Participation Period for such Demand Registration, the Names' Trustee may request, by delivery of written notice to the Company within 20 Business Days after the expiration of the related Names' Trustee Demand Participation Period, that the Company effect the registration under the Securities Act of the Additional NT Piggyback Securities for direct resale of such securities by the Names' Trustee (a "Section 2(c)(ii) NT Registration"). The Company shall use its reasonable best efforts to effect the registration under the Securities Act of the Additional NT Piggyback Securities as soon as practicable following receipt of such request from the Names' Trustee, by filing a registration statement on any form for which the Company then qualifies (or which counsel for the Company shall deem appropriate) and which form shall be available for the direct resale of the Additional NT Piggyback Securities. The Company shall, as expeditiously as possible, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 30 days (or such shorter period which will terminate when all the Additional NT Piggyback Securities covered by such registration statement have been sold) and comply with the provisions of the Securities Act with respect to the direct resale of all the Additional NT Piggyback Securities covered by such registration statement during such period. The Company shall pay all Registration Expenses in connection with such Section 2(c)(ii) NT Registration, including the fees and expenses properly incurred by one firm of legal counsel to the Names' Trustee. At any time prior to the effective date of the registration statement relating to such Section 2(c)(ii) NT Registration, the Names' Trustee may revoke such request by providing a notice of such revocation to the Company. If the Demand Registration or underwritten public offering that triggered the registration obligations of the Company pursuant to this Section 2(c)(ii) is abandoned or not consummated, the Company shall not be under any obligation to effect such Section 2(c)(ii) NT Registration. The provisions of
Section 6(c)(i), (d), (e), (f),

(g), (i), (j) and (p) and the last two paragraphs of Section 6 (but none of the other clauses of Section 6) shall apply in connection with any Section 2(c)(ii) NT Registration.

(iii) (A) If the first Demand Registration for an underwritten public offering (the "First Underwritten Demand Registration") has not been requested by a Requesting Holder by the end of the 240th day after the Effective Date (as defined below), the Names' Trustee may request, by delivery of written notice to the Company no later than the end of the 285th day after the Effective Date, that the Company effect the registration under the Securities Act of the number of the Names' Trustee's Registrable Securities specified in such notice, but representing no fewer than 10,000 Ordinary Shares, for direct resale of such securities by the Names' Trustee (a "Section 2(c)(iii) NT Registration", and, together with a "Section 2(c)(ii) NT Registration, a "NT Registration"). The Company shall use its reasonable best efforts to effect the registration under the Securities Act of such securities as soon as practicable following receipt of such request from the Names' Trustee, by filing a registration statement on any form for which the Company then qualifies (or which counsel for the Company shall deem appropriate) and which form shall be available for the direct resale of such securities. The Company shall, as expeditiously as possible, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 30 days (or such shorter period which will terminate when all the securities covered by such registration statement have been sold) and comply with the provisions of the Securities Act with respect to the direct resale of all the securities covered by such registration statement during such period. The Company shall pay all Registration Expenses in connection with the Section 2(c)(iii) NT Registration, including the fees and expenses properly incurred by one firm of legal counsel to the Names' Trustee. At any time prior to the effective date of the registration statement relating to the Section 2(c)(iii) NT Registration, the Names' Trustee may revoke such request by providing a notice of such revocation to the Company. The provisions of Section 6(c)(i), (d), (e), (f), (g), (i), (j) and (p) and the last two paragraphs of Section 6 (but none of the other clauses of Section 6) shall apply in connection with the Section 2(c)(iii) NT Registration.

(B) If the First Underwritten Demand Registration is requested by a Requesting Holder after the end of the 240th day and prior to the end of the 285th day after the Effective Date and if the Section 2(c)(iii) NT Registration has not yet been requested by the Names' Trustee or has been requested by the Names' Trustee but the registration statement in connection therewith has not yet become effective, such Requesting Holder may determine, by delivery of written notice to the Company and to the Names' Trustee, at the same time of delivery of its Demand Registration notice to the Company in connection with the First Underwritten Demand Registration, to cause the Names' Trustee to participate in such First Underwritten Demand Registration in accordance with the provisions of Section 2(c)(i) (including, if applicable in connection therewith, a Section 2(c)(ii) NT Registration in accordance with the provision of Section 2(c)(ii)) in lieu of a Section 2(c)(iii) NT Registration. If such Requesting Holder so determines, the Company shall not be under any obligation to effect or continue to effect any Section 2(c)(iii) NT Registration and the Names' Trustee's rights under this Section 2(c)(iii) shall terminate, provided that, if such First Underwritten Demand Registration is terminated for any reason, the Names' Trustee's rights under this Section 2(c)(iii) shall be reinstated (whether or not the Names' Trustee had previously requested a Section
2(c)(iii) NT Registration) immediately upon the termination of such registration such that the Names' Trustee shall thereupon have 45 days, from the date on which the Company notifies the Names' Trustee of such termination, to give notice to the Company hereunder (and, for avoidance of doubt, the provisions of this sub-clause (B) shall also apply to such reinstated rights). Any Registration Expenses incurred in connection with

a Section 2(c)(iii) NT Registration that is terminated by a Requesting Holder in accordance with this sub-clause (B) shall be included in the Registration Expenses for the First Underwritten Demand Registration (or, if applicable in connection therewith, a Section 2(c)(ii) NT Registration).

(C) Nothing contained in this Section 2(c)(iii) shall be deemed to prohibit the occurrence of or otherwise restrict or delay any Demand Registration, including the First Underwritten Demand Registration.

(d) Registration Statement Form. If any Demand Registration for an underwritten offering is proposed by the Company to be effected by the filing of a registration statement on Form F-3 (or any successor or similar short-form registration statement), and if the managing underwriter shall advise the Company in writing that, in its opinion, the use of another form of registration statement is of material importance to the success of such proposed offering, then such registration shall be effected on such other form.

(e) Effected Demand Registration. A Demand Registration shall not be deemed to have been effected:

(i) if such Demand Registration is revoked by the Requesting Holder and any of the circumstances specified in clauses (w), (x), (y) or (z) of Section 2(a)(ii) apply; or

(ii) if a registration statement with respect thereto has not become effective or not remained effective in compliance with the provisions of the Securities Act for at least 180 days with respect to the disposition of all Registrable Securities covered by such registration statement or until such earlier time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition thereof set forth in such registration request; or

(iii) if the Maximum Offering Size (as defined below) is reduced in accordance with Section 2(f) such that less than 90% of the Registrable Securities sought to be included in such Demand Registration by the Requesting Holder are included.

(f) Priority in Requested Registrations. If a Demand Registration involves an underwritten offering and the managing underwriter advises the Company, the Requesting Holder and the Participating Holders that, in its opinion, the number of securities requested to be included in such registration by such Holders (to the extent any such person has the right to include any such securities in any such registration), together with the number of securities that the Company proposes to sell for its own account (if any), exceeds the maximum number of securities that can be sold without a reasonable expectation of an adverse effect on such offering, including an adverse effect on the price at which such securities can be sold (the "Maximum Offering Size"), then the number of such securities to be included in such registration shall be reduced to such extent, and the Company shall include in such registration up to the Maximum Offering Size:

(A) in connection with the First Underwritten Demand Registration (unless a Section 2(c)(iii) NT Registration has been affected prior to or will be affected contemporaneously with the First Underwritten Demand Registration and has not been terminated by the related Requesting Holder in accordance with Section
2(c)(iii)(B)), in which case, sub-clause (B) below shall apply):

(i) first, all the Names' Trustee's Option Shares requested to be included in such registration by the Names' Trustee;

(ii) second, all the Registrable Securities requested to be included in such registration by the Requesting Holder and the Participating Holders (including the Names' Trustee in respect of any of its Registrable Securities other than its Option Shares), pro rata among such Holders on the basis of the number of Registrable Securities then owned by each of such Holders; and

(iii) third, to the extent that the number of Registrable Securities requested to be included in such registration by the Requesting Holder and the Participating Holders (including the Names' Trustee) is, in the aggregate, less than the Maximum Offering Size, the equity securities that the Company proposes to sell for its own account (if any);

(B) in connection with any Demand Registration (unless sub-clause (A)

above applies):

(i) first, all the Registrable Securities requested to be included in such registration by the Requesting Holder and the Participating Holders, pro rata among such Holders on the basis of the number of Registrable Securities then owned by each of such Holders; and

(ii) second, to the extent that the number of Registrable Securities requested to be included in such registration by the Requesting Holder and the Participating Holders is, in the aggregate, less than the Maximum Offering Size, the equity securities that the Company proposes to sell for its own account (if any).

(g) Postponements in Requested Registrations. If, upon receipt of a request for a Demand Registration or any NT Registration, the Company is advised in writing by a nationally recognized investment banking firm selected by the Company that, in such firm's opinion, a registration by the Company at the time and on the terms requested would materially and adversely affect any public offering of securities of the Company solely for the account of the Company (a "Company Offering"), in respect of which, in the case of a request for a Demand Registration, the Company has commenced preparations for a registration prior to the receipt of a request for such Demand Registration, and the Company furnishes the Requesting Holder or the Names' Trustee, as the case may be, with a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company to such effect (a "Transaction Delay Notice") promptly after such request, the Company shall not be required to effect a Demand Registration or any NT Registration until the earliest of (A) 90 days after the completion of such Company Offering, (B) promptly after the abandonment of such Company Offering, or (C) 90 days after the date of the Transaction Delay Notice; provided, however, that in any event the Company shall not be required to effect any Demand Registration or any NT Registration prior to the termination, waiver or reduction of any "blackout period" required by the underwriters to be applicable to the Requesting Holder or the Names' Trustee, as the case may be, in connection with any Company Offering.

(h) Delay Notices. If upon receipt of a request for a Demand Registration or any NT Registration or while a Demand Registration or any NT Registration is pending, the Company determines in its good faith judgment after consultation with its securities counsel that (i) the filing of a registration statement or any amendment thereto would require disclosure of material information which the Company has a bona fide business purpose for preserving as confidential and (ii) a delay as contemplated herein would be likely to reduce the detrimental effect of or would obviate the need for such disclosure, then if the Company provides the Requesting Holder or the Names' Trustee, as the case may be, with written notice (an "Information Delay Notice"; an Information Delay Notice or a Transaction Delay Notice, each, a "Delay Notice") thereof promptly after the Company makes such determination, which shall be made promptly after the receipt of any request, the Company shall not be required to comply with its obligations under Section 2(a) (in case of a Demand Registration) or Section 2(c)(ii) or
2(c)(iii) (in case of any NT Registration thereunder) until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company's receipt of such registration request.

(i) Limitations on Delay Notices. The Company shall be entitled to serve only one Delay Notice within any period of 6 consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed).

(j) Limitations on Demand Registrations.

(i) Other than any Demand Registration to be effected pursuant to a Shelf Registration which does not involve an underwritten offering, for which an unlimited number of Demand Registrations shall be permitted, and subject to
Section 2(e), the Company shall not be obligated to effect more than three Demand Registrations for Blackstone Holders as the Requesting Holder, more than two Demand Registrations for Candover Holders as the Requesting Holder, more than two Demand Registrations for CSFB Holders as the Requesting Holder, more than one Demand Registration for WU plc as the Requesting Holder or more than one Demand Registration for all other Investors and the Names' Trustee combined (the vote of a majority of the Registrable Securities held by such persons being necessary and sufficient to exercise such Demand Registration) as the

Requesting Holder. For avoidance of doubt, in any Demand Registration, if the Requesting Holder is comprised of two or more Holders (which are not Affiliates), such Holders shall be entitled, by notice to the Company, to designate which of such Holders shall be deemed to have made the request for such Demand Registration for the purpose of the limitations in this Section 2(j) and, and failing agreement among such Holders, such designation will be made by majority vote of the number of Registrable Securities requested to be sold by such Holders.

(ii) In no event shall the Company be required to effect hereunder more than one Demand Registration involving an underwritten offering within any 6-month period.

(k) Expenses. The Company will pay all Registration Expenses in connection with Demand Registrations.

(l) Selection of Underwriters. If, in any Demand Registration, the Requesting Holder requests that such registration shall be in the form of an underwritten offering, such offering shall be an underwritten offering and (x) the Requesting Holder, in consultation with the Company, shall have the right to select the managing underwriter and lead manager to administer the offering and, failing agreement among the Holders (if more than one) comprising the Requesting Holder, the managing underwriter and lead manager shall be selected by plurality vote of the number of Registrable Securities requested to be sold by such Holders (in each case, subject to the approval of the Company (such approval not to be unreasonably withheld)) and (y) the Company, in consultation with the Requesting Holder, shall have the right to select any co-underwriters. The Company, the Requesting Holder and the Participating Holders shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting, as well as all other documents reasonable and customary in similar offerings, including, without limitation, custody agreements, powers of attorney, and indemnification agreements (subject to the limitation that any obligations of the Holders to indemnify any other person shall be limited as described in Section 7(b) hereof).

3. Incidental Registration.

(a) Rights to Include Registrable Securities.

(i) If the Company proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-8 or F-4 or any successor or similar forms or any registration relating to employee benefit plans), whether or not for sale for its own account, then the Company will, as soon as reasonably practicable but no later than 10 Business Days prior to the filing date of the registration statement relating to such registration and subject to the terms and conditions of this Section 3, give written notice to each Holder of its intention to register its equity securities and offer each Holder the opportunity to include such Holder's Registrable Securities in such registration statement. Each Holder may request, by delivery of written notice to the Company, that the Company also register the number of such Holders' Registrable Securities specified in such notice (each such Holder that delivers such notice, a "Selling Holder"), provided that such notice is received by the Company during the period (the "Incidental Participation Period") expiring at 3
p.m. (EST) on the 10th calendar day following receipt of the Company's notice, provided, further, that, subject to the provisions in the next sentence, in the case of the Names' Trustee, such period shall expire at 3 p.m. (EST) on the 20th Business Day following receipt of the Company's notice (the "Names' Trustee Incidental Participation Period"). If compliance with the last proviso of the immediately preceding sentence would, in the opinion of

Company, delay such registration and offering, the Company may determine that the Names' Trustee shall be subject to the Incidental Participation Period for such registration and shall deliver written notice of such determination to the Names' Trustee as soon as reasonably practicable after making such determination. If the Company so notifies the Names' Trustee, then (i) the Names' Trustee will be a Selling Holder only in respect of any of its Registrable Securities that the Names' Trustee has requested to be included in such registration pursuant to a notice delivered to the Company during (but not after the expiration of) the Incidental Participation Period and (ii) the provisions of Section 3(a)(iii) shall apply to any of the Registrable Securities that the Names' Trustee has requested to be included in such registration pursuant to a notice delivered to the Company within the Names' Trustee Incidental Participation Period but after the expiration of the Incidental Participation Period (the "Additional NT Incidental Securities"). A Selling Holder may revoke (and, if it does, it shall no longer be deemed a Selling Holder) or modify from time to time its request to participate in a registration under this Section 3 as follows: (i) in the case of a registration statement on Form F-3 (or any successor thereto) or other applicable form under the Securities Act which provides for the sale of Ordinary Shares or Ordinary Share Equivalents from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act and that does not involve an underwritten offering, by delivery of written notice of such revocation or modification to the Company at any time prior to the effective date of the registration statement relating to such registration; or (ii) in the case of a registration involving an underwritten offering, by delivery of written notice of such revocation or modification to the Company and the managing underwriter, no later than (x) 3
p.m. (EST) on the Business Day immediately prior to the date of printing of the "red herring" preliminary prospectus for such registration or (y) any time prior to the effective date of the registration statement relating to such registration, so long as such revocation or modification (when considered together with any other revocations or modifications notified by any other Selling Holders) would not require, in the opinion of the managing underwriter, a revised "red herring" preliminary prospectus to be re-circulated.

(ii) The Company shall use its reasonable best efforts to effect the proposed registration under the Securities Act of all Registrable Securities which the Selling Holders have requested the Company to register (as modified, as the case may be), provided that (x) if such registration involves an underwritten offering, each Selling Holder must sell its Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, including the terms of the allocation of Registrable Securities included in such registration between the firm commitment and the underwriters' over-allotment option, which shall be in accordance with market practice after consultation with the underwriters (except that indemnification obligations of any Selling Holder shall be limited to those obligations set forth in Section 7(b) hereof) and (y) if, at any time after giving written notice of its intention to register any securities pursuant to Section 3(a)(i) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to each Selling Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A registration effected under this Section 3 shall not relieve the Company of its obligations to effect any Demand Registration under Section 2 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 3.

(iii) In connection with any registration by the Company pursuant to
Section 3(a)(i) above, in the event the Company determines that the Names' Trustee shall be subject to the Incidental Participation Period for such registration, the Names' Trustee may

request, by delivery of written notice to the Company within 20 Business Days after the expiration of the related Names' Trustee Incidental Participation Period, that the Company effect the registration under the Securities Act of the Additional NT Incidental Securities for direct resale of such securities by the Names' Trustee. The Company shall use its reasonable best efforts to effect the registration under the Securities Act of the Additional NT Incidental Securities as soon as practicable following receipt of such request from the Names' Trustee, by filing a registration statement on any form for which the Company then qualifies (or which counsel for the Company shall deem appropriate) and which form shall be available for the direct resale of the Additional NT Incidental Securities. The Company shall, as expeditiously as possible, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 30 days (or such shorter period which will terminate when all the Additional NT Incidental Securities covered by such registration statement have been sold) and comply with the provisions of the Securities Act with respect to the direct resale of all the Additional NT Incidental Securities covered by such registration statement during such period. The Company shall pay all Registration Expenses in connection with such registration, including the reasonable fees and expenses of one firm of legal counsel to the Names' Trustee. At any time prior to the effective date of the registration statement relating to such registration, the Names' Trustee may revoke such request by providing a notice of such revocation to the Company. If the registration or offering by the Company that triggered the registration obligations of the Company pursuant to this Section 3(a)(iii) is abandoned or not consummated, the Company shall not be under any obligation to effect any registration under this Section 3(a)(iii). Clauses (c)(i), (d), (e), (f), (g), (i), (j) and (p) and the last two paragraphs of Section 6 (but none of the other clauses of Section 6) shall apply in connection with any registration under this Section 3(a)(iii).

(iv) Notwithstanding the foregoing provisions of this Section 3(a), the rights of each Holder to include its Registrable Securities in a registration conducted by the Company (under the Prior Agreement or hereunder) shall not apply in the case of the Initial Public Offering, provided that the Initial Public Offering is completed prior to June 30, 2004.

(b) Priority in Incidental Registrations.

(i) Subject to paragraph (ii) below, if a registration pursuant to this
Section 3 involves an underwritten offering and the managing underwriter advises the Company that, in its opinion, the number of equity securities (including Registrable Securities requested to be included in such offering by the Selling Holders) that the Company and the Selling Holders intend to include in such registration exceeds the Maximum Offering Size, the number of such securities to be included in such registration shall be reduced to such extent, and the Company will include in such registration up to the Maximum Offering Size as follows:

(A) first, all the equity securities the Company proposes to sell for its own account in such registration; and

(B) second, to the extent that the number of equity securities included in such registration by the Company for its own account is less than the Maximum Offering Size, the aggregate number of Registrable Securities requested to be included in such registration by the Selling Holders, allocated pro rata among the Selling Holders on

the basis of the number of Registrable Securities then owned by each of the Selling Holders.

(ii) Subject to the provisions of Section 9(o) below, if any holder(s) of Ordinary Shares, Ordinary Share Equivalents or other equity securities of the Company ("Other Registrable Securities") other than a Holder (each, a "Non-Party Requesting Holder") makes a requested or demand registration, such requested or demand registration involves an underwritten offering and the managing underwriter advises the Company that, in its opinion, the number of securities requested to be included in such registration (including all Registrable Securities requested to be included in such registration by the Holders and all Other Registrable Securities requested to be included in such registration by Non-Party Requesting Holders) exceeds the Maximum Offering Size, the number of such securities to be included in such registration shall be reduced to such extent, and the Company shall include in such registration such number of securities up to the Maximum Offering Size, as follows: (A) first, the number of Registrable Securities requested to be included in such registration by the Holders shall be limited to such extent, and shall be allocated pro rata among them on the basis of the relative number of Registrable Securities then owned by such Holders, provided that any such amount thereby allocated to any such Holder that exceeds such Holder's request shall be reallocated to the other remaining Holders, and (B) second, to the extent that the number of Registrable Securities which the Holders have requested to be included in such registration is less than the Maximum Offering Size, the number of Other Registrable Securities requested to be included in such registration by the Non-Party Requesting Holder and all other holders thereof (collectively, "Non-Party Holders"), provided that the number of Registrable Securities that may be registered by Non-Party Holders shall be limited to such extent, and, subject to any rights of Non-Party Holders, shall be allocated pro rata among all Non-Party Holders on the basis of the relative number of Other Registrable Securities then owned by such Non-Party Holders.

4. Holdback Agreements.

(a) If any registration of Registrable Securities shall be effected in connection with an underwritten public offering (including, for avoidance of doubt, the Initial Public Offering), each Holder agrees (i) not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Ordinary Shares, Ordinary Share Equivalents or other equity securities of the Company or of any securities convertible into or exchangeable or exercisable for Ordinary Shares, Ordinary Share Equivalents or any other equity securities of the Company (except for a direct resale of securities by the Names' Trustee pursuant to an effective registration statement under the Securities Act in accordance with the provisions of Section 2(c)(ii),
Section 2(c)(iii) or Section 3(a)(iii), as the case may be); and (ii) if such Holder (together with any Affiliate of such Holder) holds 5% or more of the Ordinary Shares (on a fully-diluted basis, taking into account all vested and exercisable options, warrants or rights to acquire any Ordinary Shares and any securities immediately convertible into or exchangeable or exercisable for Ordinary Shares), not to transfer, by way of a dividend, distribution or comparable transfer to any shareholder, member, partner, limited partner or beneficiary (as the case may be) of such Holder, any Ordinary Shares, Ordinary Share Equivalents or other equity securities of the Company or of any securities convertible into or exchangeable or exercisable for Ordinary Shares, Ordinary Share Equivalents or any other equity securities of the Company, in each case under clause (i) or (ii), other than as part of such underwritten public offering pursuant to an effective registration statement, commencing on the date that is 5 days prior to the anticipated date of the printing of the "red herring" preliminary prospectus for the road show for such offering (which date shall be specified in a written notice to the Holders from the Company) and

continuing for such period of time as the managing underwriter and the Company may agree (not to exceed, in the case of the Initial Public Offering, 180 days, or in the case of any other underwritten public offering, 90 days, beginning on the closing date of the sale of securities in such offering pursuant to an effective registration statement); provided, however, that:

(i) all Company Holders and all other persons with registration rights (whether or not pursuant to this Agreement) enter into similar arrangements having terms and conditions that are no more favorable to such persons than those set forth in this Section 4(a);

(ii) this Section 4(a) shall not apply to any securities of the Company acquired by any Holder in the Initial Public Offering or any other underwritten public offering, or acquired by any Holder on the open market after the Initial Public Offering or other underwritten public offering of equity securities of the Company;

(iii) this Section 4(a) shall not be deemed to restrict any Investor or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, merger advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of its or such Affiliates business;

(iv) notwithstanding the foregoing, in the event that the Company and the underwriters agree to release any Company securities from this
Section 4(a) or any similar provision in another arrangement ("Holdback Provisions"), the Registrable Securities of the Holders shall be released from Holdback Provisions on a pro-rata basis with such other Company securities (based upon the number of shares of Company securities released by the Company and the underwriter relative to the aggregate number of Company securities held by each Holder); and

(v) notwithstanding the foregoing, the obligations described in this
Section 4(a) shall not apply to a registration relating solely to employee benefit plans on Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form F-4 or Form N-14 or similar forms which may be promulgated in the future.

(b) Restrictions on Public Sale by the Company and Others. If any registration of Registrable Securities shall be made in connection with an underwritten public offering (including, for avoidance of doubt, the Initial Public Offering), the Company agrees (i) not to effect any public sale or distribution of any Ordinary Shares, Ordinary Share Equivalents or other equity securities of the Company or of any security convertible into or exchangeable or exercisable for any Ordinary Shares, Ordinary Share Equivalents or other equity securities of the Company (other than in connection with an employee stock option or other benefit plan or as part of such underwritten public offering pursuant to an effective registration statement), commencing on the date that is 5 days prior to the anticipated date of the printing of the "red herring" preliminary prospectus for the road show for such offering and continuing for 180 days beginning on the closing date of the sale of securities in such underwritten public offering pursuant to an effective registration statement (unless otherwise agreed by the Holders of a majority of the Registrable Securities included in such underwritten public offering) and (ii) that any agreement entered into after the date of this

Agreement pursuant to which the Company issues or agrees to issue any privately placed Ordinary Shares, Ordinary Share Equivalents or other equity securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the period referred to in the foregoing clause (i), including any sale pursuant to Rule 144 under the Securities Act (other than, if permitted, as part of such underwritten public offering pursuant to an effective registration statement).

5. Permitted Distributees.

(a) Except as otherwise expressly provided in this Section 5, a Permitted Distributee shall not be a Holder in respect of any Ordinary Shares or Ordinary Share Equivalents distributed to such Permitted Distributee by a Holder pursuant to a Permitted Distribution or otherwise have any rights or obligations under this Agreement. No person to which any Permitted Distributee transfers any of its Ordinary Shares or Ordinary Share Equivalents so distributed to it shall be deemed a Holder or otherwise have any rights or obligations under this Agreement unless (i) prior to such transfer such Permitted Transferee itself has rights or obligations under this Agreement in accordance with this Section 5 and (ii) such Transferee is an Affiliate of such Permitted Distributee.

(b) If (x) each Permitted Distributee that receives any Ordinary Shares or Ordinary Share Equivalents from a Holder in a Permitted Distribution is an Affiliate or Associated Person of such Holder or (y) a Permitted Distributee that receives any Ordinary Shares or Ordinary Share Equivalents from a Holder in a Permitted Distribution is an Affiliate of such Holder and holds (when aggregated with the Ordinary Shares or Ordinary Share Equivalents held by such Holder and each Affiliate of such Holder) 5% or more of the Ordinary Shares (on a fully-diluted basis, taking into account all vested and exercisable options, warrants or rights to acquire any Ordinary Shares and any securities immediately convertible into or exchangeable or exercisable for Ordinary Shares) after such Permitted Distribution; (each such Permitted Distributee under clause (x) or
(y), an "Affiliated Permitted Distributee"), then, each Affiliated Permitted Distributee, by accepting any Ordinary Shares or Ordinary Share Equivalents in such Permitted Distribution, will be deemed to have agreed (and such Affiliated Permitted Distributee shall, on request of the Company, confirm such agreement in writing) that the terms of Section 4(a) and Section 9 (other than clause (o) of Section 9) shall apply to such Affiliated Permitted Distributee.

(c) If a Holder is participating in a Shelf Registration, either as the Requesting Holder of such Shelf Registration or as a Participating Holder or Selling Holder in respect of such Shelf Registration, or if a Shelf Registration otherwise has been implemented and is effective under the Securities Act, then such Holder shall be entitled to add its Permitted Distributees as selling security holders under such Shelf Registration (excluding, however, as sellers pursuant to an underwritten offering) in respect of any Registrable Securities that have been or will be transferred by such Requesting Holder to such Permitted Distributees pursuant to a Permitted Distribution and the Company shall, any time after the date that such Shelf Registration has become effective under the Securities Act and upon return of the legended securities (either by such Holder or, after such Permitted Distribution, any Permitted Distributee), promptly remove (or cause to be removed) the legends remaining on the certificates representing the shares to be sold under such Shelf Registration. Each such Permitted Distributee that is added or is proposed to be added as a selling security holder under such Shelf Registration, by accepting any Registrable Securities in such Permitted Distribution, will be deemed to have agreed (and such Permitted Distributee shall, on request of the Company, confirm such agreement in writing) that (i) such Permitted Distributee shall be entitled to the rights and benefits of the provisions of Section 6 which are applicable to such Shelf Registration (excluding, however, clauses (a), (c)(ii), (d), (k),
(l), (m), (n), (o), (p)(ii) and (iii), (q), (r), (s) and (t) thereof), the Company hereby

acknowledging and agreeing to such rights, and (ii) the terms of the last two paragraphs of Section 6 and Sections 7, 8 and 9 (other than clause (o) of
Section 9) shall apply to such Permitted Distributee.

6. Registration Procedures.

If and whenever the Company is required to use its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement the Company will, as expeditiously as possible (except as otherwise provided in Sections 2(c)(ii), 2(c)(iii) and
3(a)(iii)):

(a) use its reasonable best efforts to prepare and file with the SEC within 75 days (or, for registration on a Form F-3 or any similar short-form registration statement, 45 days), after receipt of a request for registration with respect to such Registrable Securities, a registration statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate, and which form shall be available for the sale of the Registrable Securities in accordance with the intended methods of distribution thereof, and use its reasonable best efforts to cause such registration statement to become and remain effective as promptly as practicable, provided that before filing with the SEC a registration statement or prospectus or any amendments or supplements thereto, the Company will (i) furnish to each Holder that is participating in such registration copies of the form of preliminary prospectus proposed to be filed and furnish to Holders' Counsel copies of all such documents proposed to be filed, which documents will be subject to the review of Holders' Counsel and the registration statement shall not be declared effective without the approval of Holders' Counsel, such approval not to be unreasonably withheld or delayed, and (ii) notify each Holder that is participating in such registration of any stop order issued or threatened by the SEC and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;

(b) subject to Section 2(b) in the case of a Shelf Registration, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the 90-day period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable), and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(c) promptly furnish (i) to each Holder that is participating in such registration and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto) and the prospectus included in such registration statement (including each preliminary prospectus), in conformity with the requirements of the Securities Act, as such Holder reasonably may request and
(ii) to each Holder that is participating in such registration and each underwriter, if any, copies of any substantive correspondence with the SEC or its staff relating to the registration statement and such other documents as any such Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by such Holder;

(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as each Holder

(other than any Company Holder) that is participating in such registration or each underwriter, if any, reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder and each underwriter, if any, to consummate the disposition in such jurisdictions of such Registrable Securities, provided that the Company will not be required to
(i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction;

(e) use its reasonable best efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of the Company to enable each Holder that is participating in such registration to consummate the disposition of such Registrable Securities;

(f) immediately notify each Holder that is participating in such registration (the facts prompting which notification each such Holder shall keep confidential), at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event which comes to the Company's attention if as a result of such event the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Company will promptly prepare and furnish to the each such Holder a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

(g) use its reasonable best efforts to prevent the issuance of and obtain the withdrawal of any stop order suspending the effectiveness of a registration statement relating to the Registrable Securities or of any order preventing or suspending the use of any preliminary or final prospectus at the earliest practicable moment;

(h) if requested by the managing underwriters or any Holder (other than any Company Holder) that is participating in such registration, immediately incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter(s) and such Holders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated to such prospectus supplement or post-effective amendment;

(i) cooperate with each Holder that is participating in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least three business days prior to any sale of the Registrable Securities to the underwriters;

(j) use its reasonable best efforts to cause all such Registrable Securities to be listed on a national securities exchange or quotation system, and on each securities

exchange or quotation system on which similar securities issued by the Company are then listed, and enter into such customary agreements including a listing application and indemnification agreement in customary form, provided that the applicable listing requirements are satisfied, and to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement no later than the effective date of such registration statement;

(k) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the Holders (other than the Company Holders) that are participating in such registration or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including customary indemnification and making appropriate members of senior management of the Company available (subject to consulting with them in advance as to schedule) for customary participation in "road show" presentations to potential investors;

(l) provided the Company receives appropriate assurances regarding confidentiality, make available for inspection by each Holder that is participating in such registration, each underwriter, if any, and any accountant or other agent retained by such Holder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, if any, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees to supply all information and respond to all inquiries reasonably requested by any such Inspector in connection with such registration statement;

(m) use its reasonable best efforts to obtain (i) an opinion or opinions of counsel to the Company in customary form and (ii) a "cold comfort" letter or letters from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by opinions and "cold comfort" letters as the Holders (other than the Company Holders) that are participating in such registration or the underwriter, if any, requests, in each case, addressed to the underwriters;

(n) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as promptly as practicable, but in any event, within the required time periods, an earnings statement covering a period of at least twelve months, beginning with the first month after the effective date of the registration statement (as the term "effective date" is defined in Rule 158(c) under the Securities Act), which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder or any successor provisions thereto;

(o) promptly, prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after initial filing of the registration statement and before the closing of such offering), provide copies of such document to Holders' Counsel and to the managing underwriters, if any, make the Company's representatives available for discussion of such document and make such changes in such document prior to the filing thereof as Holders' Counsel may reasonably request within 5 Business Days of receipt thereof;

(p) promptly notify the Holders (other than, in respect of clauses (ii) and
(iii), the Company Holders) that are participating in such registration, Holders' Counsel and the managing underwriter or agent, if any, (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any post-effective supplement to the prospectus or any post-effective amendment to the prospectus

shall have been filed, (ii) of the receipt of any comments from the SEC, (iii) of any request of the SEC to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;

(q) cooperate with the Holders that are participating in such registration, Holders' Counsel, each underwriter or agent, if any, and counsel to each underwriter or agent, in connection with any filings required to be made with any securities exchange and/or the NASD;

(r) provide a CUSIP number for the Registrable Securities included in any registration statement not later than the effective date of such registration statement;

(s) promptly file all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act; and

(t) if the Requesting Holder (as the case may be) or the underwriters, if any, so request, request acceleration of effectiveness of the registration statement from the SEC, provided that, at the time of such request, the Company does not, in good faith, believe it is necessary to amend further the registration statement in order to comply with the provisions of this Section 6. If the Company wishes to further amend the registration statement prior to requesting accelerations, it shall have five (5) Business Days to so amend prior to requesting acceleration.

It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Agreement in respect of the securities which are to be registered at the request of any Holder that such Holder shall furnish to the Company such information regarding the securities held by such Holder and its Affiliates and the intended method of disposition thereof as the Company shall reasonably request in connection with such registration.

Each Holder that is participating in a registration agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6(f) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder receives the copies of the prospectus supplement or amendment contemplated by Section 6(f) hereof, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 6(b) hereof shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(f) hereof to and including the date when such Holder shall have received the copies of the prospectus supplement or amendment contemplated by Section 6(f) hereof.

7. Indemnification.

(a) Indemnification by the Company. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2 or 3 hereof, the Company will, and it hereby does, indemnify and hold harmless, to the full extent permitted

by law, each Holder, its directors, officers, employees, stockholders, general partners, limited partners, members, advisory directors and managing directors (and directors, officers, stockholders, general partners, limited partners, members, advisory directors, managing directors and controlling persons thereof), in the case of the Names' Trustee, the Names Trust Beneficiaries, each other person who participates as an underwriter in the offering or sale of such securities and each other person, if any, who controls, is controlled by or is under common control with any Holder or any such underwriter within the meaning of the Securities Act, against any and all losses, claims, damages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with the Company's consent) to which such Holder, any such director, or officer, employee, stockholder, general or limited partner, member, or advisory or managing director, any Names Trust Beneficiary or any such underwriter or controlling person may become subject under the Securities Act, state securities or blue sky laws, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a prospectus, in light of the circumstances under which they are made), and the Company will reimburse each Holder and each such director, officer, employee, general partner, limited partner, advisory director, managing director, Names Trust Beneficiary or underwriter and controlling person for any legal or any other expenses reasonably incurred by them as such expenses are incurred in connection with investigating or defending such loss, claim, liability, action or proceeding; provided that the Company shall not be liable with respect to any individual Holder in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder or its director, officer, employee, stockholder, general or limited partner, managing director, Names Trust Beneficiary or underwriter, as applicable, specifically stating that it is for use in the preparation thereof; provided, further, however, that the Company shall not be required to indemnify any such person if such untrue statement or omission or alleged untrue statement or omission was contained or made in any preliminary prospectus and corrected in the final prospectus or any amendment or supplement thereto and the final prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding and any such loss, liability, claim, damage or expense suffered or incurred by such indemnified person resulted from any action, claim or suit by any person who purchased Registrable Securities which are the subject thereof from such indemnified person and it is established in the related proceeding that such indemnified person failed to deliver or provide a copy of the final prospectus (as amended or supplemented) to such person with or prior to the confirmation of the sale of such Registrable Securities sold to such person if required by applicable law, unless such failure to deliver or provide a copy of the final prospectus (as amended or supplemented) was a result of noncompliance by the Company with this Section 7 or as a result of the failure of the Company to provide such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of each Holder or any such director, officer, employee, general partner, limited partner, managing director, Names Trust

Beneficiary, underwriter or controlling person and shall survive the transfer of such securities by any Holder.

(b) Indemnification by Holders and Underwriters. In the event of any registration of any Registrable Securities under the Securities Act pursuant to
Section 2 or 3 hereof, each Holder selling such Registrable Securities in such registration and any underwriter will, and they hereby do, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision
(a) of this Section 7) the Company and its directors, officers, employees and controlling persons against any and all losses, claims, damages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with the consent of the applicable Holder and any underwriter) to which the Company and its directors, officers, employees and controlling persons may become subject under the Securities Act, state securities or blue sky laws, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a prospectus, in light of the circumstances under which they are made), and the applicable Holder and any underwriter will reimburse the Company and its directors, officers, employees and controlling persons for any legal or any other expenses reasonably incurred by them to the extent that such expenses are incurred in connection with investigating or defending such loss, claim, liability, action or proceeding; provided that each such Holder or any underwriter, as applicable, shall only be liable in any case described in this Section 7(b) if and to the extent that the relevant loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such particular Holder or such underwriter, as applicable, specifically stating that such instrument is for use in the preparation of such registration statement, and provided, further, that any liability of any Holder under (or which could have been brought under) this Section 7 shall be several and not joint with any other person, provided, further, however, that such Holder or underwriter shall not be required to indemnify the Company if such untrue statement or omission or alleged untrue statement or omission was contained or made in any preliminary prospectus and corrected in the final prospectus or any amendment or supplement thereto and the final prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding and any such loss, liability, claim, damage or expense suffered or incurred by the Company resulted from any action, claim or suit by any person who purchased Registrable Securities which are the subject thereof from the Company and it is established in the related proceeding that the Company failed to deliver or provide a copy of the final prospectus (as amended or supplemented) to such person with or prior to the confirmation of the sale of such Registrable Securities sold to such person if required by applicable law, unless such failure to deliver or provide a copy of the final prospectus (as amended or supplemented) was a result of noncompliance by the Holder or any underwriter with this Section 7 or as a result of the failure of the Holder or any underwriter to provide such final prospectus. No Holder shall be liable for any claims brought, or that could have been brought, under this Section 7 for any amounts exceeding in the aggregate the net purchase price proceeds received by that Holder on the sale of the

Registrable Securities being sold pursuant to such registration statement or prospectus by such Holder.

(c) Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this
Section 7, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, promptly give written notice to the latter of the commencement of such action; provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 7, except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists in respect of such claim, the indemnifying party will be entitled to participate in and, jointly with any other indemnifying party similarly notified, to assume the defense thereof, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defense thereof or a court of competent jurisdiction determines that the indemnifying party is not vigorously defending such action or proceeding. An indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement of any pending or threatened proceeding which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to all indemnified parties of a release from all liability in respect to such claim or litigation, (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on such indemnified party or (iii) does not otherwise adversely affect such indemnified party, other than as a result of the imposition of financial obligations for which such indemnified party will be indemnified hereunder. Notwithstanding anything to the contrary contained herein, an indemnifying party will not be obligated to pay the fees and expenses of more than one counsel (together with appropriate local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels (together with the fees of appropriate local counsel).

(d) Contribution. If the indemnification provided for in this Section 7 is unavailable to an indemnified party under Section 7(a) or Section 7(b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other, and the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party on the one hand and of the indemnified party on the other shall be

determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7(a) and 7(b), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 7(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 7(d), no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such Holder and distributed to the public were offered to the public exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(e) Other Indemnification. Indemnification similar to that specified in Sections 7(a) and 7(b) (with appropriate modifications) shall be given by the Company and each Holder with respect to any required registration or other qualification of securities under any law or with any Governmental Entity other than as required by the Securities Act.

(f) Non-Exclusivity. The obligations of the parties under this Section 7 shall be in addition to any liability, which any party may otherwise have to any other party, subject to the aggregate limits described in the last sentence of
Section 7(b).

(g) Indemnification Payments. The indemnification and contribution required by Sections 7(a), 7(b) and 7(d) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred.

8. Information to be Furnished by the Holders. EACH HOLDER SHALL FURNISH TO
THE COMPANY SUCH INFORMATION AS THE COMPANY MAY REASONABLY REQUEST AND AS SHALL BE REQUIRED IN CONNECTION WITH THE REGISTRATION AND RELATED PROCEEDINGS REFERRED TO HEREIN. IF SUCH HOLDER FAILS TO PROVIDE THE COMPANY WITH SUCH INFORMATION WITHIN TWO WEEKS OF RECEIPT OF THE COMPANY'S REQUEST, THE COMPANY'S OBLIGATIONS HEREUNDER WITH RESPECT TO SUCH HOLDER'S REGISTRABLE SECURITIES SHALL BE SUSPENDED UNTIL SUCH HOLDER PROVIDES SUCH INFORMATION.

9. Miscellaneous.

(a) Remedies. The Company and each Holder acknowledge and agree that if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and that the parties shall be entitled to specific performance of the terms hereof and immediate injunctive relief,

without the necessity of proving the inadequacy of money damages as a remedy, in addition to any other remedy at law or equity.

(b) Entire Agreement. This Agreement, together with the Shareholders' Agreement and each Management Shareholder's Agreement, constitute the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and there are no restrictions, promises, representations, warranties, covenants, or undertakings with respect to the subject matter hereof, other than those expressly set forth or referred to herein or therein. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof (other than the Shareholders' Agreement and each Management Shareholder's Agreement).

(c) Notices. Any notice or other communication under or in connection with this Agreement shall be in writing and shall be delivered (i) personally, or
(ii) by first class post in a pre-paid envelope, (iii) by fax or (iv) by email, to the party due to receive the notice or communication at its address, fax number or email address set out or described below, or such other address, fax number or email address as a party may specify by notice in writing to the others in accordance with this clause:

(i) If to the Company, to:

Aspen Insurance Holdings Limited Cannon's Court
22 Victoria Street
Hamilton HM 12, Bermuda Attention: Julian Cusack Fax: +1 441 295 1829 Email: julian.cusack@aspen.bm

(ii) If to a Holder (other than a Company Holder), at such Holder's address, fax number or email address as set forth in the Register of Members (or similar register used for registration of Ordinary Share Equivalents) maintained by the Company, contained in any deed of adherence to this Agreement or otherwise on file with the Company (as the case may be). Any person that becomes a Holder shall promptly provide to the secretary of the Company such Holder's address, fax number and email address for the purpose of notices hereunder

(iii) If to a Company Holder, to the Company Holders' Representative, at:

Aspen Insurance Holdings Limited c/o Aspen Reinsurance UK Limited 100 Leadenhall Street London EC3A 3DD
Attention: Christopher O'Kane / Chief Executive Officer Fax: +44 207 929 4111 Email: chris.okane@aspen-re.com

In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given: (i) if delivered personally, when left at the address referred to in this paragraph; (ii) if sent by mail other than air mail, five Business Days after posting

such notice; (iii) if sent by air mail, two Business Days after posting such;
(iv) if sent by fax on a Business Day between the hours of 9 a.m. and 5 p.m. (local time at Recipient's address), when confirmation of its transmission has been recorded by the sender's fax machine, and if sent at any other time, if confirmation of its transmission has been recorded by the sender's fax machine, at 9 a.m. on the next succeeding Business Day; or (v) if sent by email on a Business Day between the hours of 9 a.m. and 5 p.m. (local time at Recipient's address), one hour after transmission, and if sent at any other time, at 9 a.m. on the next succeeding Business Day, unless, in either case, the sender receives a return message within three hours after transmission indicating that the email has not been delivered to the intended recipient (including any message that the intended recipient is "out of the office" or otherwise unavailable), unless the sender confirms by telephone directly with the intended recipient his or her receipt of the email.

(d) Applicable Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York applicable to contracts made and to be performed in that State.

(e) Jurisdiction. The courts of the State of New York in New York County and the United States District Court for the Southern District of New York shall have jurisdiction over the parties with respect to any dispute or controversy between them arising under or in connection with this agreement and, by execution and delivery of this agreement. Each of the parties to this Agreement submits to the non-exclusive jurisdiction of those courts, including but not limited to the in personam and subject matter jurisdiction of those courts, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds, consents to service of process by mail (in accordance with
Section 9(c)) or any other manner permitted by law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement.

(f) MUTUAL WAIVER OF JURY TRIAL. THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT.

(g) Severability. The invalidity, illegality or unenforceability of one or more of the provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(h) Other Agreements. Nothing contained in this Agreement shall be deemed to be a waiver of, or release from, any obligations any party hereto may have under, or any restrictions on the transfer of Registrable Securities or other securities of the Company imposed by, any other agreement.

(i) Assignment; Successors and Assigns. The registration rights arising under this Agreement may not be assigned by any Holder other than to a person who would qualify as a Transferee of such Holder. Subject to the foregoing sentence and the provisions of Section 5 (with respect to Permitted Distributees), the provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, successors and permitted assigns and the provisions of this Agreement which are for the benefit of the Holders shall also be for the benefit of and enforceable by any Transferee

(whether or not any express assignment shall have been made); provided that (i)
each Transferee and each Permitted Distributee which is intended to be bound by this Agreement in accordance with the provisions of Section 5 shall be required to execute and deliver a written agreement to be bound by the terms and conditions of this Agreement applicable to such Transferee in a form reasonably satisfactory to the Company and (ii) the Company shall require each Company Holder to execute and deliver a Management Shareholder's Agreement, which contains a provision whereby such Company Holder agrees to be bound by the terms and conditions of this Agreement applicable to such Company Holder. Each Holder shall have the exclusive option to determine which rights and obligations shall be assigned to any Transferee (but no such option will limit the rights of any other Holders hereunder). The parties acknowledge for the purposes of this Agreement and the Shareholders' Agreement that WU plc may grant security over the Ordinary Shares and the Options held by WU plc and may assign its rights arising under this Agreement by way of security provided that, before the grant of the security and security assignment, the chargee shall have executed an undertaking in the form of a deed (in terms reasonably satisfactory to the Company) for the benefit of the Company and the other parties to this Agreement and the Shareholders' Agreement that the chargee (or any other person nominated by the chargee as the person to whom the Ordinary Shares and/or rights under this Agreement are to be transferred) will execute a deed of adherence to the Shareholders' Agreement substantially in the form attached thereto and a written agreement to be bound by the terms and conditions of this Agreement in the form set out in a schedule to the undertaking of the chargee referred to above prior to, or at the time, of being registered as the holder of such Ordinary Shares whereupon the chargee (or such person) shall be bound by, and have the benefit of the Shareholders' Agreement and this Agreement.

(j) Amendments, Waivers. This Agreement may not be amended, modified or supplemented and no waivers of or consents to departures from the provisions hereof may be given unless consented to in writing by Holders (other than Company Holders or Permitted Distributees, in each case, subject to the applicable provisions of Section 9(p) below) holding 75% of the total number of Registrable Securities then held by all such Holders; provided that any amendment or variation of this Agreement that would adversely affect a Holder (other than Company Holders or Permitted Distributees, in each case, subject to the applicable provisions of Section 9(p) below) in a disproportionate manner relative to the other Holders may not be effected without the consent of such disproportionately affected Holder.

(k) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same Agreement.

(l) Limited Liability. Notwithstanding any other provision of this Agreement, neither the current or future members, general partners, limited partners, managing directors or advisors, or any current or future directors, officers or employees of any such members, general partners, limited partners, managing directors or advisors, of any Investor shall have any personal liability for performance of any obligation of such Investor under this Agreement. The parties to this Agreement acknowledge that the Names' Trustee is a party to this Agreement solely in its capacity as trustee of the Part A Trust Fund of the Names Trust and, accordingly, (x) the Names' Trustee shall be liable to satisfy its obligations under this Agreement, including, without limitation, any obligations or liabilities arising under the indemnity provisions of Section 7(b) or arising in connection with any default by the Names' Trustee under this Agreement, only to the extent of the assets held from time to time by the Names' Trustee as trustee of the Part A Trust Fund of the Names Trust in

accordance with the terms of the declaration of trust governing the Names Trust ("Names Trust Assets") and (y) no recourse shall be had to (I) any assets other than the Names Trust Assets, including, any of the assets held by the Names' Trustee as trustee, co-trustee or nominee of a trust other than the Names Trust, as owner in its individual capacity or in any way other than as trustee of the Part A Trust Fund of the Names Trust or (II) the Names' Trustee for any cash, securities or other assets that have been distributed by the Names' Trustee to the Names Trust Beneficiaries as beneficiaries of the Names Trust.

(m) Adjustments Affecting Registrable Securities. The Company will not take any action, or permit any change to occur, with respect to the Registrable Securities which would adversely affect the ability of any Holder (other than any Company Holder or any Permitted Distributee, subject, in each case, to the terms of Section 9(p) below) to include such Registrable Securities in a registration undertaken pursuant to this Agreement.

(n) Rule 144. If the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act, the Company covenants that it will file any reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is not required to file such reports, it will, make publicly available such information, as described in Rule 144) and it will take such further action as any Holder may reasonably request, so as to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any successor or similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder (w) a written statement as to whether it has complied with such requirements; (x) a written statement by the Company as to whether it qualifies as a registrant whose securities may be resold pursuant to short form registration statement; (y) a copy of the most recent annual or quarterly report of the Company; and (z) such other reports and documents as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any Registrable Securities without registration.

(o) Other Registration Rights.

(i) The Company covenants that it will not grant any right of registration under the Securities Act (or any law or regulation of similar effect in force in the United States or elsewhere) relating to any of its Ordinary Shares or Ordinary Share Equivalents or other equity securities to any person unless each of the Holders (other than the Company Holders) shall be entitled to (x) notice of any such registration substantially similar to that notice provided in Section 2(c)(i) or Section 3(a)(i) hereof and (y) to have included in any registration effected pursuant to Sections 2 or 3 hereof all Registrable Securities requested by such Holders to be so included prior to the inclusion of any securities requested to be registered by the persons entitled to any such other registration rights pursuant to any right of registration comparable to those contained in Section 2 or Section 3 hereof. In any event, the Company covenants that it will not grant any new right of registration under the Securities Act (or any law or regulation of similar effect in force in the United States or elsewhere) relating to any of its Ordinary Shares or Ordinary Share Equivalents or other equity securities to any person comparable to the rights contained in Section 2 hereof without providing that the exercise of such new right during the eighteen month period following the completion of the Initial Public Offering will only be permitted following the consummation of any underwritten public offering by the Holders (other than the Company Holders).

(ii) The Company shall not at any time grant to any other holders of Ordinary Shares, Ordinary Share Equivalents or other equity securities of the Company any rights to request the Company to effect the registration (whether requested or incidental)

under the Securities Act or otherwise of any such securities on any terms more favorable to such holders than the terms set forth in this Agreement.

(iii) The Company covenants that it will not enter into, or cause or permit any of its Affiliates to enter into, any agreement which conflicts with or limits or prohibits the exercise of the rights granted to the Holders in this Agreement.

(iv) If the Company at any time proposes to effect a public offering in a jurisdiction other than the United States of any of its Ordinary Shares, Ordinary Share Equivalents or any other of its securities (other than a public offering (i) relating to Ordinary Shares issuable upon exercise of employee share options or in connection with any employee benefit or similar plan of the Company or its subsidiaries or (ii) in connection with an acquisition, directly or indirectly, by the Company of another company), the Company and the Holders will have the rights and be subject to the obligations agreed in this Agreement to the extent and where applicable.

(p) Third Party Beneficiaries. This Agreement is for the benefit of the parties hereto and their successors and permitted assigns and no third party shall have any right, title or interest in this Agreement as a third party beneficiary (express or implied) or otherwise, provided that (x) each Company Holder shall be a third party beneficiary of this Agreement, subject to all of the conditions and obligations in this Agreement applicable to such Company Holder and subject to the terms and conditions of Section 3(c) in the Management Shareholder's Agreement to which such Company Holder is a party, with the understanding that the parties to this Agreement shall be entitled to amend, modify, suspend, rescind or terminate, or waive any provision of, this Agreement without any notice to or consent of the Company Holders, provided that, if any such action adversely affects only the Company Holders or adversely affects the Company Holders in a disproportionate manner relative to the other Holders then such action shall not be taken without the prior written consent of the Company Holders holding a majority of the Registrable Securities then held by all Company Holders, and with the further understanding that the Company Holders' Representative shall be entitled to receive notices and other communications and take decisions and exercise approvals, consents and other rights under or in connection with this Agreement for and on behalf of the Company Holders in accordance with the power of attorney granted to the Company Holders' Representative under each Management Shareholder's Agreement, and (y) each Permitted Distributee that is entitled to any rights under this Agreement in accordance with Section 5 shall be a third party beneficiary of this Agreement, subject to all of the conditions and obligations in this Agreement applicable to such Permitted Distributee, with the understanding that the parties to this Agreement shall be entitled to amend, modify, suspend, rescind or terminate, or waive any provision of, this Agreement without any notice to or consent of any Permitted Distributees, provided that, if any such action adversely affects only such Permitted Distributees or adversely affects such Permitted Distributees in a disproportionate manner relative to the other Holders then such action shall not be taken without the prior written consent of such Permitted Distributees holding a majority of the Registrable Securities then held by all such Permitted Distributees.

(q) Effective Date; Termination.

(i) Sections 3(a)(iv), 4 and 9(l) of this Agreement shall become effective on and as of the date hereof and together with the Prior Agreement shall constitute the entire agreement and understanding of the parties hereto and thereto in respect of the subject matter contained herein and therein prior to the completion date of the Company's Initial Public Offering. The remainder of this Agreement shall become effective on the completion date (the "Effective Date") of the Initial Public Offering and prior to such time shall have no force

or effect. If the Initial Public Offering is abandoned or is not completed for any reason prior to June 30, 2004, this Agreement (other than Sections 3(a)(iv), 4 and 9(l) shall have no force or effect and no party shall have any liability or other obligation to any other party in respect of any of the terms or provisions hereof, provided that, for avoidance of doubt, the Prior Agreement, including Sections 3(a)(iv), 4 and 9(l) of this Agreement shall continue in full force and effect.

(ii) This Agreement shall terminate upon the first to occur (i) the written agreement among the Company (acting with the approval of its board of directors) and each Holder (other than the Company Holders, subject, however, to
Section 9(p) above) that this Agreement be terminated, (ii) a Change of Control (as defined in the Shareholders Agreement), except the registration rights of Holders under Section 3 (Incidental Registration) and all provisions in this Agreement attendant to such rights shall survive, (iii) the liquidation or dissolution of the Company and (iv) the tenth anniversary of the Effective Date, provided that, in any event, the terms of Section 7 and Sections 9(d), (e) and
(f) shall survive.

(r) Headings. The headings and captions contained herein are for convenience of reference only and shall not control or affect the meaning or construction of any provision hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first written above.

Signed by                                                              )
duly authorised for and on behalf of                                   )
ASPEN INSURANCE HOLDINGS LIMITED                                       )


Signed by                                                              )
duly authorised for and on behalf of                                   )
3i GROUP PLC                                                           )


Signed by                                                              )
duly authorised for and on behalf of                                   )
DLJ MERCHANT BANKING III, INC.                                         )
as Managing General Partner for and on behalf of                       )
DLJMB OVERSEAS PARTNERS III, C.V.                                      )


Signed by                                                              )
duly authorised for and on behalf of                                   )
DLJ MERCHANT BANKING III, INC.                                         )
as Advisory General Partner for and on behalf of                       )
DLJ OFFSHORE PARTNERS III, C.V.                                        )


Signed by                                                              )
duly authorised for and on behalf of                                   )
DLJ MERCHANT BANKING III, INC.                                         )
as Advisory General Partner on behalf of                               )
DLJ OFFSHORE PARTNERS III-1, C.V.                                      )
and as attorney-in-fact for                                            )
DLJ MERCHANT BANKING III, L.P.,                                        )
as Associate General Partner for and on behalf of                      )
DLJ OFFSHORE PARTNERS III-1, C.V.                                      )


Signed by                                                              )
duly authorised for and on behalf of                                   )
DLJ MERCHANT BANKING III, INC.                                         )
as Advisory General Partner on behalf of                               )
DLJ OFFSHORE PARTNERS III-2, C.V.                                      )
and as attorney-in-fact for                                            )
DLJ MERCHANT BANKING III, L.P.                                         )
as Associate General Partner for and on behalf of                      )
DLJ OFFSHORE PARTNERS III-2, C.V.                                      )

Signed by                                                              )
duly authorised for and on behalf of                                   )
DLJ MERCHANT BANKING III, INC.                                         )
General Partner of                                                     )
DLJ MERCHANT BANKING III, L.P.                                         )
as Managing Limited Partner for and on behalf of                       )
DLJMB PARTNERS III GMBH & CO. KG                                       )


Signed by                                                              )
duly authorised for and on behalf of                                   )
DLJ LBO PLANS MANAGEMENT                                               )
CORPORATION                                                            )
as Managing General Partner for and on behalf of                       )
MBP III PLAN INVESTORS, L.P.                                           )


Signed by                                                              )
duly authorised for and on behalf of                                   )
DLJ MERCHANT BANKING III, INC.                                         )
as Managing General Partner for and on behalf of                       )
MILLENNIUM PARTNERS II, L.P.                                           )


Signed by                                                              )
duly authorised for and on behalf of                                   )
OGP III, L.L.C.,                                                       )
as General Partner for and on behalf of                                )
OLYMPUS GROWTH FUND III, L.P.                                          )


Signed by                                                              )
duly authorised for and on behalf of                                   )
NIBUR, L.L.C.                                                          )
General Partner of                                                     )
OEF, L.P.                                                              )
General Partner for and on behalf of                                   )
OLYMPUS EXECUTIVE FUND L.P.                                            )


Signed by                                                              )
duly authorised for and on behalf of                                   )
PHOENIX EQUITY PARTNERS LIMITED                                        )
in its capacity as manager for and on behalf of                        )
PHOENIX EQUITY PARTNERS IV "A" L.P.                                    )

Signed by                                                              )
duly authorised for and on behalf of                                   )
PHOENIX EQUITY PARTNERS LIMITED                                        )
in its capacity as manager for and on behalf of                        )
PHOENIX EQUITY PARTNERS IV "B" L.P.                                    )


Signed by                                                              )
duly authorised for and on behalf of                                   )
PHOENIX EQUITY PARTNERS LIMITED                                        )
in its capacity as manager for and on behalf of                        )
PHOENIX EQUITY PARTNERS IV "C" L.P.                                    )


Signed by                                                              )
duly authorised for and on behalf of                                   )
PHOENIX EQUITY PARTNERS LIMITED                                        )
as attorney for                                                        )
DONALDSON, LUFKIN & JENRETTE                                           )
SECURITIES CORPORATION                                                 )


Signed by                                                              )
duly authorised for and on behalf of                                   )
PHOENIX EQUITY PARTNERS LIMITED                                        )
in its capacity as administrator for and on behalf of                  )
THE PHOENIX EQUITY PARTNERS IV                                         )
CO-INVESTMENT PLAN                                                     )


Signed by                                                              )
duly authorised for and on behalf of                                   )
PHOENIX EQUITY PARTNERS LIMITED                                        )
in its capacity as manager for and on behalf of                        )
PHOENIX EQUITY PARTNERS III AND IV                                     )
EXECUTIVE INVESTMENT PLAN L.P.                                         )


Signed by                                                              )
duly authorised attorney for and on behalf of                          )
CANDOVER PARTNERS LIMITED                                              )
as general partner for and on behalf of                                )
CANDOVER 2001 FUND US NO. 1 LIMITED                                    )
PARTNERSHIP                                                            )


Signed by                                                              )
duly authorised attorney for and on behalf of                          )
CANDOVER PARTNERS LIMITED                                              )
as general partner for and on behalf of                                )
CANDOVER 2001 FUND US NO. 2 LIMITED                                    )
PARTNERSHIP                                                            )

Signed by                                                              )
duly authorised attorney for and on behalf of                          )
CANDOVER PARTNERS LIMITED                                              )
as general partner for and on behalf of                                )
CANDOVER 2001 FUND US NO. 3 LIMITED                                    )
PARTNERSHIP                                                            )


Signed by                                                              )
duly authorised attorney for and on behalf of                          )
CANDOVER PARTNERS LIMITED                                              )
as general partner for and on behalf of                                )
CANDOVER 2001 FUND US NO. 4 LIMITED                                    )
PARTNERSHIP                                                            )


Signed by                                                              )
duly authorised attorney for and on behalf of                          )
CANDOVER PARTNERS LIMITED                                              )
as general partner for and on behalf of                                )
CANDOVER 2001 FUND US NO. 5 LIMITED                                    )
PARTNERSHIP                                                            )


Signed by                                                              )
duly authorised attorney for and on behalf of                          )
CANDOVER PARTNERS LIMITED                                              )
as general partner for and on behalf of                                )
CANDOVER 2001 FUND UK NO. 1 LIMITED                                    )
PARTNERSHIP                                                            )


Signed by                                                              )
duly authorised attorney for and on behalf of                          )
CANDOVER PARTNERS LIMITED                                              )
as general partner for and on behalf of                                )
CANDOVER 2001 FUND UK NO. 2 LIMITED                                    )
PARTNERSHIP                                                            )


Signed by                                                              )
duly authorised attorney for and on behalf of                          )
CANDOVER PARTNERS LIMITED                                              )
as general partner for and on behalf of                                )
CANDOVER 2001 FUND UK NO. 3 LIMITED                                    )
PARTNERSHIP                                                            )

Signed by                                                              )
duly authorised attorney for and on behalf of                          )
CANDOVER PARTNERS LIMITED                                              )
as general partner for and on behalf of                                )
CANDOVER 2001 FUND UK NO. 4 LIMITED                                    )
PARTNERSHIP                                                            )


Signed by                                                              )
duly authorised attorney for and on behalf of                          )
CANDOVER PARTNERS LIMITED                                              )
as general partner for and on behalf of                                )
CANDOVER 2001 FUND UK NO. 5 LIMITED                                    )
PARTNERSHIP                                                            )


Signed by                                                              )
duly authorised attorney for and on behalf of                          )
CANDOVER PARTNERS LIMITED                                              )
as general partner for and on behalf of                                )
CANDOVER 2001 FUND UK NO. 6 LIMITED                                    )
PARTNERSHIP.                                                           )


Signed for and on behalf of                                            )
CANDOVER 2001 GMBH & CO. KG                                            )
represented by                                                         )
DEUTSCHE CANDOVER                                                      )
(MANAGING LIMITED PARTNER) GMBH                                        )
represented by                                                         )
Norbert Pacho as managing director                                     )


Signed by                                                              )
duly authorised attorney for and on behalf of                          )
CANDOVER (TRUSTEES) LIMITED                                            )


Signed by                                                              )
duly authorised for and on behalf of                                   )
MOURANT & CO. TRUSTEES LIMITED                                         )
in its capacity as trustee of                                          )
CANDOVER 2001                                                          )
EMPLOYEE BENEFITS TRUST                                                )


Signed by                                                              )
duly authorised attorney for and on behalf of                          )
CANDOVER INVESTMENTS PLC                                               )

Signed by                                                              )
duly authorised for and on behalf of                                   )
THE LEXICON PARTNERSHIP LLP                                            )


Signed by                                                              )
duly authorised for and on behalf of                                   )
WELLINGTON UNDERWRITING PLC                                            )


Signed by                                                              )
duly authorised for and on behalf of                                   )
MONTPELIER REINSURANCE LTD.                                            )


Signed by                                                              )
duly authorised for and on behalf of                                   )
BCP EXCALIBUR HOLDCO (CAYMAN) LIMITED                                  )


Signed by                                                              )
duly authorised for and on behalf of                                   )
BOCP EXCALIBUR HOLDCO (CAYMAN) LIMITED                                 )


Signed by                                                              )
duly authorised for and on behalf of                                   )
BFIP EXCALIBUR HOLDCO (CAYMAN) LIMITED                                 )


Signed by                                                              )
duly authorised for and on behalf of                                   )
BGE EXCALIBUR HOLDCO (CAYMAN) LIMITED                                  )


Signed by                                                              )
duly authorized for and on behalf of                                   )
HARRINGTON TRUST LIMITED                                               )
solely as trustee of the Part A Trust                                  )
Fund of the Names Trust                                                )

SCHEDULE 1

THE INVESTORS

DLJ Offshore Partners III, C.V.
DLJ Offshore Partners III-1, C.V.
DLJ Offshore Partners III-2, C.V.
DLJMB Partners III GmbH & Co. KG

Millennium Partners II, L.P.
MBP III Plan Investors, L.P.

3i Group plc

Phoenix Equity Partners IV "B" L.P.
Phoenix Equity Partners IV "C" L.P.

Donaldson, Lufkin & Jenrette Securities Corporation Phoenix Equity Partners III and IV Executive Investment Plan L.P.

Phoenix Equity Partners IV Co-Investment Plan

Montpelier Reinsurance Ltd.

The Lexicon Partnership LLP

Exhibit 10.7

ASPEN INSURANCE HOLDINGS LIMITED

2003 SHARE INCENTIVE PLAN

1. PURPOSE OF THE PLAN

The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees or directors and to motivate such employees or directors to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting of Awards. The Company expects that it will benefit from the added interest which such key employees or directors will have in the welfare of the Company as a result of their proprietary interest in the Company's success.

2. DEFINITIONS

The following capitalized terms used in the Plan have the respective meanings set forth in this Section:

(a) "Act" means The Securities Exchange Act of 1934, as amended, or any successor thereto.

(b) "Affiliate" means any entity directly or indirectly controlling, controlled by, or under common control with, the Company or any other entity designated by the Board in which the Company or an Affiliate has an interest.

(c) "Award" means an Option, Share Appreciation Right, Restricted Share or Other Share-Based Award granted pursuant to the Plan.

(d) "Beneficial Owner" means a "beneficial owner", as such term is defined in Rule 13d-3 under the Act (or any successor rule thereto) (except that a Person shall be deemed to have "beneficial ownership" of all Shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time).

(e) "Board" means the Board of Directors of the Company.

(f) "Change in Control" means,

(i) at any time that the Investors (as defined below) are the Beneficial Owners of 33.33% or more of the combined voting power of the voting shares of the Company, the occurrence of any of the following events:

(A) the sale or disposition, in one or a series of related transactions, of all or substantially all, of the assets of the Company to any Person or Group (other than
(x) any subsidiary (as defined below) of the Company or
(y) any entity which is a holding company of the Company (other than any holding company which became a holding company in a transaction

that resulted in a Change in Control) or any subsidiary of
such holding company);

(B) any Person or Group is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the combined voting power of the voting shares of the Company (or any entity which is the Beneficial Owner of more than 50% of the combined voting power of the voting shares of the Company), including by way of merger, consolidation, tender or exchange offer or otherwise; excluding, however, the following: (I) any acquisition directly from the Company, (II) any acquisition by the Company, or (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or

(C) the consummation of any transaction or series of transactions resulting in a merger, consolidation or amalgamation, in which the Company is involved, other than a merger, consolidation or amalgamation which would result in the shareholders of the Company immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity), in the same proportion as immediately prior to the transaction(s), more than 50% of the combined voting power of the voting shares of the Company or such surviving entity outstanding immediately after such merger, consolidation or amalgamation; and

(ii) at any time that the Investors (as defined below) are the Beneficial Owners of less than 33.33% of the combined voting power of the voting shares of the Company, the occurrence of any of the following events:

(A) the sale or disposition, in one or a series of related transactions, of all or substantially all, of the assets of the Company to any Person or Group (other than
(x) any subsidiary of the Company or (y) any entity that is a holding company of the Company (other than any holding company which became a holding company in a transaction that resulted in a Change in Control) or any subsidiary of such holding company);

(B) any Person or Group is or becomes the Beneficial Owner, directly or indirectly, of more than 30% of the combined voting power of the voting shares of the Company (or any entity which is the Beneficial Owner of more than 50% of the combined voting power of the voting shares of the Company), including by way of merger, consolidation, tender or exchange offer or otherwise; excluding, however, the following: (I) any acquisition directly from the Company, (II) any acquisition by the Company, (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (IV) any acquisition by a Person or Group

if immediately after such acquisition a Person or Group who is a shareholder of the Company on the Effective Date continues to own voting power of the voting shares of the Company that is greater than the voting power owned by such acquiring Person or Group;

(C) the consummation of any transaction or series of transactions resulting in a merger, consolidation or amalgamation, in which the Company is involved, other than a merger, consolidation or amalgamation which would result in the shareholders of the Company immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity), in the same proportion as immediately prior to the transaction(s), more than 50% of the combined voting power of the voting shares of the Company or such surviving entity outstanding immediately after such merger, consolidation or amalgamation; or

(D) a change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (such Board shall be referred to for purposes of this subsection (ii)(D) as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that for purposes of this definition, any individual who becomes a member of the Board subsequent to the Effective Date, whose election, or nomination for election, by a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; and, provided further, however, that any such individual whose initial assumption of office occurs as the result of or in connection with either an actual or threatened election contest (as such terms are used in Rule 14a-11 or Regulation 14A of the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of an entity other than the Board shall not be so considered as a member of the Incumbent Board.

For purposes of this definition of Change in Control, (i) "Investors" shall mean The Blackstone Group, Wellington Underwriting plc, Candover Partners Limited, Credit Suisse First Boston Private Equity, Montpelier Re Holdings Ltd., 3i Group plc, Olympus Partners and Phoenix Equity Partners or their respective Affiliates; (ii) "subsidiary" shall mean, in respect of any entity, any other entity that is, directly or indirectly, wholly owned by the first entity; and (iii) "holding company" shall mean, in respect of any entity, any other entity that, directly or indirectly, wholly owns such first entity.

(g) "Code" means the Internal Revenue Code of 1986, as amended, or any successor thereto.

(h) "Committee" means the Compensation Committee of the Board or the full Board, as determined by the Board.

(i) "Company" means Aspen Insurance Holdings Limited, a Bermuda corporation.

(j) "Effective Date" means the date the Board approves the Plan.

(k) "Employment" means (i) a Participant's employment if the Participant is an employee of the Company or any of its Affiliates and (ii) a Participant's services as an non-employee director, if the Participant is a non-employee member of the Board or the board of directors of an Affiliate; provided, however, that unless otherwise determined by the Committee, a change in a Participant's status from employee to non-employee (other than a director of the Company or an Affiliate) shall constitute a termination of employment hereunder.

(l) "Fair Market Value" means, on a given date, (i) if there is a public market for the Shares on such date, the arithmetic mean of the high and low prices of the Shares as reported on such date on the Composite Tape of the principal national securities exchange on which such Shares are listed or admitted to trading, or, if the Shares are not listed or admitted on any national securities exchange, the arithmetic mean of the per Share closing bid price and per Share closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted)(the "NASDAQ"), or, if no sale of Shares shall have been reported on the Composite Tape of any national securities exchange or quoted on the NASDAQ on such date, then the immediately preceding date on which sales of the Shares have been so reported or quoted shall be used; provided that, in connection with the grant of an Award on the date of completion of an Initial Public Offering of the Shares, the Fair Market Value on such date shall be the public offering price, and (ii) if there is not a public market for the Shares on such date, the Fair Market Value shall be the value established by the Committee in good faith.

(m) "Group" means a "group", as such term is used for purposes of Section 13(d)(3) or 14(d)(2) of the Act (or any successor section thereto).

(n) "ISO" means an Option that is also an incentive stock option granted pursuant to Section 6(d).

(o) "Initial Grant" has the meaning set forth in Section 3.

(p) "Initial Public Offering" means the initial public offering by the Company of Shares pursuant to a registration statement (other than a registration statement on Form S-4 or Form S-8, or any other similar or successor form) filed under the United States Securities Act of 1933, as amended,

and any successor thereto and declared effective by the
United States Securities and Exchange Commission.

(q) "Option" means a share option granted pursuant to Section 6.

(r) "Option Price" means the purchase price per Share of an Option, as determined pursuant to Section 6(a).

(s) "Other Share-Based Awards" means awards granted pursuant to Section 9.

(t) "Participant" means an employee or non-employee director who is selected by the Committee to participate in the Plan.

(u) "Person" means a "person", as such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successor section thereto).

(v) "Plan" means the Aspen Insurance Holdings 2003 Share Incentive Plan.

(w) "Restricted Shares" means any Share granted pursuant to
Section 8.

(x) "Shares" means ordinary shares, par value(pound)0.01 per share, in the capital of the Company.

(y) "Share Appreciation Right" means a share appreciation right granted pursuant to Section 7.

(z) "Subsidiary" means a subsidiary corporation, as defined in
Section 424(f) of the Code (or any successor section thereto), of the Company.

3. SHARES SUBJECT TO THE PLAN

The total number of Shares that may be issued under the Plan is 572,457. Awards to acquire 388,402 Shares will be granted promptly following adoption of this Plan (the "Initial Grant"). The remaining 184,055 Shares may be granted to new hires or as additional Awards, as and when determined in the sole discretion of the Committee. The Shares may consist, in whole or in part, of unissued Shares or previously issued Shares. The issuance of Shares or the payment of cash upon the exercise of an Award or in consideration of the cancellation or termination of an Award shall reduce the total number of Shares available under the Plan, as applicable. Shares that are subject to Awards (or portions thereof) that are forfeited, are cancelled, expire, terminate or lapse without the payment of consideration may be granted again under the Plan.

4. ADMINISTRATION

(a) The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof consisting solely of at least two individuals who, during any period the Company is subject to Section 16 of the Act, are intended to qualify as "Non-Employee Directors" within the meaning of Rule 16b-3 under the

Act (or any successor rule thereto) and, to the extent required by Section 162(m) of the Code (or any successor section thereto), "outside directors" within the meaning thereof.

(b) The Committee shall have the full power and authority to make, and establish the terms and conditions of, any Award to any person eligible to be a Participant, consistent with the provisions of the Plan and to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). Subject to Section 5(b), Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or its Affiliates or a company acquired by the Company or with which the Company combines. The number of Shares underlying such substitute awards shall be counted against the aggregate number of Shares available for Awards under the Plan.

(c) The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan, and may delegate such authority, as it deems appropriate. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors).

(d) The Committee shall require payment of any amount it may determine to be necessary to withhold for federal, state, local or other taxes as a result of the exercise, grant or vesting of an Award. Unless the Committee specifies otherwise, the Participant may elect to pay a portion or all of such withholding taxes by (a) delivery in Shares or
(b) having Shares withheld by the Company with a Fair Market Value equal to the minimum statutory withholding rate from any Shares that would have otherwise been received by the Participant.

5. LIMITATIONS

(a) No Award may be granted under the Plan after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date.

(b) Without the approval of the shareholders of the Company, the Company shall not adjust an Option or Share Appreciation Right or exchange an Option or Share Appreciation Right with another Option or Share Appreciation Right that would result in an Award with a lower Option

Price or exercise price (except for adjustments pursuant
to Section 10 of the Plan).

(c) Notwithstanding any provision of the Plan other than
Section 10, the number of Shares under the Plan that may be issued in connection with grants of ISOs shall not exceed 150,000 Shares.

6. TERMS AND CONDITIONS OF OPTIONS

Options granted under the Plan shall be, as determined by the Committee, nonqualified or incentive stock options for federal income tax purposes, as evidenced by the related Award agreements, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Committee shall determine:

(a) Option Price. (i) Prior to the date of the Initial Public Offering, the Option Price per Share shall be determined by the Committee, and, in the case of ISOs, shall comply with the requirements set forth in Section 6(d) of the Plan, and (ii) after the date of the Initial Public Offering, the Option Price per Share shall be determined by the Committee, but shall not be less than 100% of the Fair Market Value of the Shares on the date an Option is granted.

(b) Exercisability. Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Committee, but in no event shall an Option be exercisable more than ten years after the date it is granted, except as may be provided pursuant to Section 15.

(c) Exercise of Options. Except as otherwise provided in the Plan or in an Award agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of this Section 6, the exercise date of an Option shall be the date a notice of exercise is received by the Company, together with payment (or to the extent permitted by applicable law, provision for payment) of the full purchase price in accordance with Section 6(c). The purchase price for the Shares as to which an Option is exercised shall be paid to the Company, as designated by the Committee, pursuant to one or more of the following methods: (i) in cash or its equivalent (e.g., by check); (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for no less than six months, which period may be waived by the Committee (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles); (iii) partly in cash and partly in such Shares; or (iv) if there is a public market for the Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares

obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such Sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a shareholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.

(d) ISOs. The Committee may grant Options under the Plan to Participants who are employees of the Company that are intended to be ISOs. Such ISOs shall comply with the requirements of Section 422 of the Code (or any successor section thereto), including without limitation that the Option Price shall not be less than 100% of the Fair Market Value of the Shares on the date the ISO is granted. No ISO may be granted to any Participant who at the time of such grant, owns more than ten percent of the total combined voting power of all classes of shares of the Company or of any Subsidiary, unless (i) the Option Price for such ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is granted and (ii) the date on which such ISO terminates is a date not later than the day preceding the fifth anniversary of the date on which the ISO is granted. Any Participant who disposes of Shares acquired upon the exercise of an ISO either (i) within two years after the date of grant of such ISO or (ii) within one year after the transfer of such Shares to the Participant, shall notify the Company of such disposition and of the amount realized upon such disposition. All Options granted under the Plan are intended to be nonqualified share options, unless the applicable Award agreement expressly states that the Option is intended to be an ISO. If an Option is intended to be an ISO, and if for any reason such Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a nonqualified share option granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan's requirements relating to nonqualified share options. In no event shall any member of the Committee, the Company or any of its Affiliates (or their respective employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Option to qualify for any reason as an ISO.

(e) Attestation. Wherever in this Plan or any agreement evidencing an Award a Participant is permitted to pay the exercise price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and/or shall withhold such number of Shares from the Shares acquired by the exercise of the Option, as appropriate.

7. TERMS AND CONDITIONS OF SHARE APPRECIATION RIGHTS

(a) Grants. The Committee may grant (i) a Share Appreciation Right independent of an Option or (ii) a Share Appreciation Right in connection with an Option, or a portion thereof. A Share Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) may be granted at the time the related Option is granted or at any time prior to the exercise or cancellation of the related Option, (B) shall cover the same number of Shares covered by an Option (or such lesser number of Shares as the Committee may determine) and (C) shall be subject to the same terms and conditions as such Option except for such additional limitations as are contemplated by this
Section 7 (or such additional limitations as may be included in an Award agreement).

(b) Terms. The exercise price per Share of a Share Appreciation Right shall be an amount determined by the Committee but in no event shall such amount be less than the Fair Market Value of a Share on the date the Share Appreciation Right is granted, except that, notwithstanding the foregoing, in the case of a Share Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price may not be less than the Option Price of the related Option. Each Share Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to
(i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares covered by the Share Appreciation Right. Each Share Appreciation Right granted in conjunction with an Option, or a portion thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof, and to receive from the Company in exchange therefor an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the Option Price per Share, times (ii) the number of Shares covered by the Option, or portion thereof, which is surrendered. Payment shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Committee. Share Appreciation Rights may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which the Share Appreciation Right is being exercised. The date a notice of exercised is received by the Company shall be the exercise date. No fractional Shares will be issued in payment for Share Appreciation Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the number of Shares will be rounded downward to the next whole Share.

(c) Limitations. The Committee may impose, in its discretion, such conditions upon the exercisability or transferability of Share Appreciation Rights as it may deem fit.

8. RESTRICTED SHARES

(a) Grant. Subject to the provisions of the Plan, the Committee shall determine the number of Restricted Shares to be granted to each Participant, the duration of the period during which, and the conditions, if any, under which, the Restricted Shares may be forfeited to the Company, and the other terms and conditions of such Awards.

(b) Transfer Restrictions. Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered, except as provided in the Plan or the applicable Award agreement. Certificates issued in respect of Restricted Shares shall be registered in the name of the Participant and deposited by such Participant, together with a stock power endorsed in blank, with the Company. After the lapse of the restrictions applicable to such Restricted Shares, the Company shall deliver such certificates to the Participant or the Participant's legal representative.

(c) Dividends. Dividends paid on any Restricted Shares may be paid directly to the Participant, withheld by the Company subject to vesting of the Restricted Shares pursuant to the terms of the applicable Award agreement, or may be reinvested in additional Restricted Shares, as determined by the Committee in its sole discretion.

9. OTHER SHARE-BASED AWARDS

(a) Generally. The Committee, in its sole discretion, may grant or sell Awards of Shares and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares ("Other Share-Based Awards"). Such Other Share-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Share-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine the number of Shares to be awarded under (or otherwise related to) such Other Share-Based Awards; whether such Other Share-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable).

10. ADJUSTMENTS UPON CERTAIN EVENTS

Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan:

(a) Generally. In the event of any change in the outstanding Shares after the Effective Date by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares other than regular cash dividends or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person shall make such substitutions or adjustments as it deems to be equitable, in its sole discretion, and necessary to preserve the benefits or potential benefits intended to be made available under this Plan as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the maximum number of Shares for which Awards (including limits established for Restricted Shares or Performance-Based Awards) may be granted during a calendar year to any Participant, (iii) the Option Price or exercise price of any Share Appreciation Right, and/or
(iv) any other affected terms of such Awards.

(b) Change in Control.

(i) In the event of a Change in Control after the Effective Date, solely with respect to the Initial Grant, without any action required, with respect to Awards outstanding as of the date of such Change in Control (x) all Options and Share Appreciation Rights shall become fully and immediately exercisable and vested to the full extent of the original grant, (y) the restrictions applicable to any Restricted Shares shall lapse, and such Restricted Shares shall become fully and immediately vested, and (z) the restrictions and other conditions applicable to any Other Share-Based Award shall lapse, and such Other Share-Based Award shall become free of all restrictions, limitations and conditions or, if applicable, shall be considered earned and payable in full and immediately settled or distributed.

(ii) In the event of a Change in Control after the Effective Date, the Committee may, but shall not be obligated to, (A) with respect to any Award other than the Initial Grant, accelerate, vest or cause the restrictions to lapse with respect to, all or any portion of an Award or (B) cancel Awards for fair value (as reasonably determined in the discretion of the Committee) which, in the case of Options and Share Appreciation Rights, may equal, but in any event shall not be less than, the excess, if any, of value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to such Options or Share Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options or Share Appreciation Rights) over the aggregate exercise price of such Options or Share Appreciation Rights or (C) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder as determined

by the Committee in its sole discretion or (D) provide that for a period of at least 15 days prior to the Change in Control, such Options shall be exercisable as to all Shares subject thereto and that upon the occurrence of the Change in Control, such Options shall terminate and be of no further force and effect.

11. NO RIGHT TO EMPLOYMENT OR AWARDS

The granting of an Award under the Plan shall impose no obligation on the Company or any Affiliate to continue the Employment of a Participant and shall not lessen or affect the Company's or Affiliate's right to terminate the Employment of such Participant. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee's determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

12. SUCCESSORS AND ASSIGNS

The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant's creditors.

13. NONTRANSFERABILITY OF AWARDS

Unless otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participant otherwise than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant.

14. AMENDMENTS OR TERMINATION

The Board or the Committee may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, (a) without the approval of the shareholders of the Company, if such action would (except as is provided in Section 10 of the Plan), increase the total number of Shares reserved for the purposes of the Plan, (b) without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan or (c) without the approval of the shareholders of the Company, to Section 5(b), relating to repricing of Options or Share Appreciation Rights, to permit such repricing; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws.

15. CONFLICTS OF LAW; INTERNATIONAL PARTICIPANTS

The Committee may, in its sole discretion, amend the terms of the Plan or Awards in order (i) to comply with United States Federal law or the rules of any securities exchange in

the United States or (ii) with respect to Participants who reside or work outside the United States of America, to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or an Affiliate, and the Committee may, where appropriate, establish one or more sub-plans to reflect such amended or varied provisions.

16. OTHER BENEFIT PLANS

All Awards shall constitute a special incentive payment to the Participant and shall not be taken into account in computing the amount of salary or compensation of the Participant for the purpose of determining any benefits under any pension, retirement, profit-sharing, bonus, life insurance or other benefit plan of the Company or under any agreement between the Company and the Participant, unless such plan or agreement specifically provides otherwise.

17. CHOICE OF LAW

The Plan shall be governed by and construed in accordance with the laws of Bermuda, without regard to conflicts of laws principles.

18. ARBITRATION

In the event of any controversy between a Participant and the Company arising out of, or relating to, this Plan or an Award granted hereunder which cannot be settled amicably by the parties, such controversy shall be finally, exclusively and conclusively settled by mandatory arbitration conducted expeditiously in accordance with the American Arbitration Association rules, by a single independent arbitrator. If the parties are unable to agree on the selection of an arbitrator, then either the Participant or the Company may petition the American Arbitration Association for the appointment of the arbitrator, which appointment shall be made within ten (10) days of the petition therefor. Either party to the dispute may institute such arbitration proceeding by giving written notice to the other party. A hearing shall be held by the arbitrator in New York, London or Bermuda as agreed by the parties (or, failing such agreement, in Bermuda) within thirty (30) days of his or her appointment. The decision of the arbitrator shall be final and binding upon the parties and shall be rendered pursuant to a written decision that contains a detailed recital of the arbitrator's reasoning. Judgment upon the award rendered may be entered in any court having jurisdiction thereof.

19. EFFECTIVENESS OF THE PLAN

The Plan shall be effective as of the Effective Date, subject to the approval of the shareholders of the Company.

EXHIBIT 10.8

EXECUTION COPY

$150,000,000

3-YEAR CREDIT AGREEMENT

among

ASPEN INSURANCE HOLDINGS LIMITED,

The Subsidiary Borrowers from Time to Time Parties Hereto,

The Several Lenders from Time to Time Parties Hereto,

CREDIT LYONNAIS NEW YORK BRANCH,

as Documentation Agent,

and

BARCLAYS BANK PLC,

as Administrative Agent and as Collateral Agent

Dated as of August 26, 2003

BARCLAYS CAPITAL, as Lead Arranger

                                TABLE OF CONTENTS

                                                                            PAGE


SECTION 1.            DEFINITIONS                                              1

         1.1      Defined Terms................................................1
         1.2      Other Definitional Provisions...............................14

SECTION 2.            AMOUNT AND TERMS OF COMMITMENTS                         14

         2.1      Revolving Commitments.......................................14
         2.2      Procedure for Borrowing.....................................15
         2.3      Fees........................................................15
         2.4      Termination or Reduction of Commitments.....................16
         2.5      Optional Prepayments........................................16
         2.6      Conversion and Continuation Options.........................16
         2.7      Limitations on Eurodollar Tranches..........................17
         2.8      Interest Rates and Payment Dates............................17
         2.9      Computation of Interest and Fees............................17
         2.10     Inability to Determine Interest Rate........................18
         2.11     Pro Rata Treatment and Payments.............................18
         2.12     Requirements of Law.........................................19
         2.13     Taxes.......................................................20
         2.14     Indemnity...................................................21
         2.15     Change of Lending Office....................................22
         2.16     Replacement of Lenders......................................22

SECTION 3.            REPRESENTATIONS AND WARRANTIES                          23

         3.1      Financial Condition.........................................23
         3.2      No Change...................................................23
         3.3      Existence; Compliance with Law..............................23
         3.4      Power; Authorization; Enforceable Obligations...............23
         3.5      No Legal Bar................................................25
         3.6      Litigation..................................................25
         3.7      No Default..................................................25
         3.8      Ownership of Property; Liens................................25
         3.9      Taxes.......................................................25
         3.10     Federal Regulations.........................................25
         3.11     ERISA.......................................................26
         3.12     Investment Company Act......................................26
         3.13     Subsidiaries................................................26
         3.14     Use of Proceeds.............................................26
         3.15     Environmental Matters.......................................26
         3.16     Accuracy of Information, etc................................27
         3.17     Security Documents..........................................27

SECTION 4.            CONDITIONS PRECEDENT                                    28

         4.1      Conditions to Initial Loans.................................28

                                        i

         4.2      Conditions to Each Loan.....................................29
         4.3      Conditions to Certain Loans.................................30
         4.4      Conditions for Additional Subsidiary Borrowers..............30

SECTION 5.            AFFIRMATIVE COVENANTS                                   30

         5.1      Financial Statements........................................30
         5.2      Certificates; Other Information.............................31
         5.3      Payment of Obligations......................................32
         5.4      Material Subsidiaries.......................................32
         5.5      Maintenance of Existence; Compliance........................32
         5.6      Maintenance of Property; Insurance..........................33
         5.7      Inspection of Property; Books and Records; Discussions......33
         5.8      Notices.....................................................33
         5.9      Environmental Laws..........................................33
         5.10     Subsidiary Guarantees.......................................33
         5.11     Shareholder Resolution......................................34

SECTION 6.            NEGATIVE COVENANTS                                      34

         6.1      Financial Condition Covenants...............................34
         6.2      Indebtedness................................................34
         6.3      Disposition of Property.....................................35
         6.4      Restricted Payments.........................................35
         6.5      Investments.................................................36
         6.6      Liens.......................................................36
         6.7      Clauses Restricting Subsidiary Distributions................38
         6.8      Lines of Business...........................................38

SECTION 7.            EVENTS OF DEFAULT                                       38


SECTION 8.            THE AGENTS                                              41

         8.1      Appointment.................................................41
         8.2      Delegation of Duties........................................41
         8.3      Exculpatory Provisions......................................42
         8.4      Reliance....................................................42
         8.5      Notice of Default...........................................43
         8.6      Non-Reliance on Agents and Other Lenders....................43
         8.7      Indemnification.............................................44
         8.8      Agent in Its Individual Capacity............................44
         8.9      Successor Administrative Agent and Collateral Agent.........45
         8.10     Documentation Agent.........................................45

SECTION 9.            MISCELLANEOUS                                           46

         9.1      Amendments and Waivers......................................46
         9.2      Notices.....................................................46
         9.3      No Waiver; Cumulative Remedies..............................47
         9.4      Survival of Representations and Warranties..................47
         9.5      Payment of Expenses and Taxes...............................48

                                       ii

         9.6      Successors and Assigns; Participations and Assignments......49
         9.7      Adjustments.................................................51
         9.8      Set-off.....................................................51
         9.9      Counterparts................................................52
         9.10     Severability................................................52
         9.11     Integration.................................................52
         9.12     GOVERNING LAW...............................................52
         9.13     Submission To Jurisdiction; Waivers.........................52
         9.14     Releases of Guarantees and Liens............................53
         9.15     Confidentiality.............................................53
         9.16     WAIVERS OF JURY TRIAL.......................................54

A Pricing Grid

1.1 Commitments
3.4 Consents, Authorizations, Filings and Notices
3.13 Subsidiaries
6.2(d) Existing Indebtedness
6.6 Existing Liens

A      Form of Guarantee and Collateral Agreement
B      Form of Compliance Certificate
C-1    Form of Closing Certificate of the Company
C-2    Form of Closing Certificate of each Group Member (other than the Company)
D      Form of Assignment and Assumption
E-1    Form of Legal Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
E-2    Form of Legal Opinion of Appleby, Spurling & Kempe
E-3    Form of Legal Opinion of Simpson Thacher & Bartlett LLP
F      Form of Exemption Certificate
G      Form of Company Note
H      Form of Subsidiary Borrower Note
I      Form of Notice of Conversion/Continuation
J      Form of Subsidiary Borrower Agreement
K      Form of UK Charge Over Shares

CREDIT AGREEMENT (this "Agreement"), dated as of August 26, 2003, among ASPEN INSURANCE HOLDINGS LIMITED, a Bermuda exempted limited liability company (the "Company"), the other Subsidiary Borrowers (as defined below) (together with the Company, collectively, the "Borrowers" and individually, a "Borrower"), the several banks and other financial institutions or entities from time to time parties to this Agreement (the "Lenders"), Credit Lyonnais New York Branch, as documentation agent (in such capacity, the "Documentation Agent"), and BARCLAYS BANK PLC, as administrative agent and collateral agent.

The parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the terms listed in this
Section 1.1 shall have the respective meanings set forth in this Section 1.1.

"ABR": for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate" shall mean the rate of interest per annum publicly announced from time to time by Barclays Bank PLC as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by Barclays Bank PLC in connection with extensions of credit to debtors). Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

"ABR Loans": Loans the rate of interest applicable to which is based upon the ABR.

"Adjustment Date": as defined in Annex A.

"Administrative Agent": Barclays Bank PLC, as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors.

"Affiliate": as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" of a Person means the power, directly or indirectly, either to (a) vote 20% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

"Agents": the collective reference to the Documentation Agent, the Administrative Agent and the Collateral Agent.

"Aggregate Exposure": with respect to any Lender at any time, an amount equal to the amount of such Lender's Commitment then in effect or, if the Commitments have been terminated, the amount of such Lender's Loans then outstanding.

"Aggregate Exposure Percentage": with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender's Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

"Agreement": as defined in the preamble hereto.

"Applicable Amendment": in the case of any consent set forth in Part II of Schedule 3.4, an amendment to the document to which such consent relates which deletes from such document the section thereof to which such consent relates or amends the section thereof such that consent is no longer required.

"Applicable Margin": the rate per annum set forth under the relevant column heading in Annex A.

"Approved Fund": as defined in Section 9.6(b).

"Assignee": as defined in Section 9.6(b).

"Assignment and Assumption": an Assignment and Assumption, substantially in the form of Exhibit D.

"Assumed Premiums": premiums accepted by an insurance company in exchange for accepting all or part of insurance on a risk or exposure.

"Available Commitment": as to any Lender at any time, an amount equal to the excess, if any, of (a) such Lender's Commitment then in effect over (b) such Lender's Loans then outstanding.

"Benefitted Lender": as defined in Section 9.7.

"Bermuda Companies Law": The Companies Act of 1981 of Bermuda, as amended, and the regulations promulgated thereunder.

"Bermuda Insurance Law": The Insurance Act of 1978 of Bermuda, as amended, and the regulations promulgated thereunder.

"Board": the Board of Governors of the Federal Reserve System of the United States (or any successor).

"Borrowers": as defined in the preamble hereto.

"Borrowing Date": any Business Day specified by the Company as a date on which the Company requests the relevant Lenders to make Loans hereunder.

"Business": as defined in Section 3.14(b).

"Business Day": a day other than a Saturday, Sunday or other day on which commercial banks in New York City, Bermuda and London are authorized or required by law to close, provided, that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

"Capital Lease Obligations": as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the

amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

"Capital Stock": any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

"Cash Equivalents": (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least `A-1' by Standard & Poor's Ratings Services ("S&P") or `P-1' by Moody's Investors Service, Inc. ("Moody's"), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least `A' by S&P or `A' by Moody's; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; or (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended,
(ii) are rated `AAA' by S&P and `Aaa' by Moody's and (iii) have portfolio assets of at least $5,000,000,000.

"Ceded Premiums": premiums paid to an assuming company in exchange for that company accepting all or part of insurance on a risk or exposure.

"Change of Control": any of the following: (i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") other than Wellington Underwriting plc, the Company or any Subsidiary), shall become, or obtain rights (whether by means or warrants, options or otherwise (other than any such warrants, options or other rights which are not exercisable prior to August 26, 2006)) to become, the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of shares of Capital Stock representing more than 50% of the total voting power of any Borrower; or (ii) the board of directors of any Borrower shall cease to consist of a majority of Continuing Directors.

"Closing Date": the date on which the conditions precedent set forth in
Section 4.1 shall have been satisfied, which date is August 29, 2003.

"Code": the Internal Revenue Code of 1986, as amended from time to time.

"Collateral": Capital Stock of the Material Subsidiaries now owned or hereafter acquired upon which a Lien is purported to be created by any Security Document.

"Collateral Agent": Barclays Bank PLC, as the collateral agent for (a) the Administrative Agent and the Lenders under this Agreement and the other Loan Documents and (b) the Administrative Agent and the Lenders under the Other Agreement.

"Commitment": as to any Lender, the obligation of such Lender to make Loans during the Commitment Period in an aggregate principal amount not to exceed, at any one time outstanding, the amount set forth under the heading "Commitment" opposite such Lender's name on Schedule 1.1 or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Commitments is $150,000,000.

"Commitment Period": the period from and including the Closing Date to the Termination Date.

"Commonly Controlled Entity": an entity, whether or not incorporated, that is under common control with the Company or any Subsidiary within the meaning of Section 4001 of ERISA or is part of a group that includes the Company or any Subsidiary and that is treated as a single employer under Section 414 of the Code.

"Company": as defined in the preamble hereto.

"Compliance Certificate": a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.

"Computation Period": as defined in Section 2.3(a).

"Confidential Information Memorandum": the Confidential Information Memorandum dated June 2003 and furnished to certain Lenders.

"Consent Event": shall occur (i) with respect to the Company, at such time as the aggregate Pound Sterling equivalent of the then outstanding Loans and the Other Loans made to the Company exceed (x) 49,000,000 Pounds Sterling or
(y) when added to the aggregate then Pound Sterling equivalent of all other then outstanding borrowings or other indebtedness and liabilities of the Company in the nature of borrowings, 200,000,000 Pounds Sterling (in each case other than in relation to policy claims in the ordinary course of trading) and (ii) with respect to Aspen Insurance UK Services Limited, at such time as the aggregate Pound Sterling equivalent of the then outstanding Loans and the Other Loans made to the Borrowers exceed (x) 49,000,000 Pounds Sterling or (y) when added to the aggregate then Pound Sterling equivalent of all other then outstanding borrowings or other indebtedness and liabilities of Aspen Insurance UK Services Limited in the nature of borrowings, 200,000,000 Pounds Sterling (in each case other than in relation to policy claims in the ordinary course of trading).

"Consolidated Leverage Ratio": as of the last day of any fiscal quarter
(expressed as a percentage), Consolidated Total Debt, divided by the sum of (i)
Consolidated Total Debt and (ii) Consolidated Tangible Net Worth.

"Consolidated Net Income": for any period, the consolidated net income (or loss) of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a

Subsidiary of the Company or is merged into or consolidated with the Company or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Company) in which the Company or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Company or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Company to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation or Requirement of Law applicable to such Subsidiary.

"Consolidated Tangible Net Worth": (a) of the Company at any date, the consolidated stockholders' equity of the Company and its Subsidiaries less their consolidated Intangible Assets, all determined on a consolidated basis as of such date in accordance with GAAP. For purposes of this definition, "Intangible Assets" means the amount (to the extent reflected in determining such consolidated stockholders' equity) of (i) all write-ups subsequent to December 31, 2002 in the book value of any asset owned by the Company or a consolidated Subsidiary (other than in connection with the valuation of investments in readily marketable securities in accordance with GAAP and past practice), (ii) all unamortized debt discount and expense, unamortized deferred charges, deferred acquisition costs (excluding acquisition costs incurred in the ordinary course of business associated with underwriting insurance and/or reinsurance business), goodwill, patents, trademarks, service marks, trade names, anticipated future benefit of tax loss carry-forwards, copyrights, organization or developmental expenses and other intangible assets and (iii) all investments in or advances to Affiliates; and

(b) of any Insurance Subsidiary at any date, the consolidated stockholders' equity of such Insurance Subsidiary and its Subsidiaries less their consolidated Intangible Assets, all determined on a consolidated basis as of such date in accordance with GAAP. For purposes of this definition, "Intangible Assets" means the amount (to the extent reflected in determining such consolidated stockholders' equity) of (i) all write-ups subsequent to December 31, 2002 in the book value of any asset owned by such Insurance Subsidiary or a consolidated Subsidiary thereof (other than in connection with the valuation of investments in readily marketable securities in accordance with GAAP and past practice) and (ii) all unamortized debt discount and expense, unamortized deferred charges, deferred acquisition costs (excluding acquisition costs incurred in the ordinary course of business associated with underwriting insurance and/or reinsurance business), goodwill, patents, trademarks, service marks, trade names, anticipated future benefit of tax loss carry-forwards, copyrights, organization or developmental expenses and other intangible assets.

"Consolidated Total Debt": at any date, the aggregate principal amount of all Indebtedness of the Company and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

"Continuing Directors": the directors of any Borrower on the Closing Date or replacement directors nominated by an existing shareholder of any Borrower or appointed by an existing director or a quorum of the board of directors as set forth in the relevant organizational documents for such Borrower.

"Contractual Obligation": as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

"Default": any of the events specified in Section 7, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

"Direct Premium": the Dollar amount charged when a policyholder contracts for insurance coverage before reinsurance has been ceded and/or assumed.

"Disposition": with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms "Dispose" and "Disposed of" shall have correlative meanings.

"Documentation Agent": as defined in the preamble hereto.

"Dollars" and "$": dollars in lawful currency of the United States.

"Environmental Laws": any and all applicable foreign, Federal, state, local or municipal laws, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability relating to (a) pollution or protection of the environment, (b) exposure of Person to hazardous emissions or releases of Hazardous Materials,
(c) protection of the public health or welfare from the effects of products; by-products, emissions or releases of Hazardous Materials and (d) regulation of the manufacture, use or introduction into commerce of Hazardous Materials.

"ERISA": the Employee Retirement Income Security Act of 1974, as amended from time to time.

"Eurocurrency Reserve Requirements": for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

"Eurodollar Base Rate": with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen), the "Eurodollar Base Rate" shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits at or about 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein.

"Eurodollar Loans": Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

"Eurodollar Rate": with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

"Eurodollar Tranche": the collective reference to Eurodollar Loans the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

"Event of Default": any of the events specified in Section 7, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

"Excluded Taxes": means, with respect to the Administrative Agent, the Collateral Agent, any Lender or any other recipient (each of the foregoing, a "Recipient") of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) the net income of such Recipient by the United States of America, or by the jurisdiction under the laws of which such Recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed on such Recipient by the United States of America or any similar tax imposed on such Recipient by any other jurisdiction in which such Borrower is located or
(c) any U.S. and United Kingdom withholding tax that is in effect and would apply to amounts payable to (i) a Lender (other than a Lender on the Closing Date) at the time such Lender becomes a party to this Agreement, (ii) any Lender at the time such Lender designates a new lending office, except to the extent such Lender (or its Assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from any Borrower with respect to withholding tax pursuant to Section 2.13(a) subject to the Borrower's rights under Section 2.15 and Section 2.16 or (iii) any Person at the time such Person becomes a Participant as specified in Section 9.6 (except to the extent provided for in section 9.6(c)(ii)).

"Facility Fee": as defined in Section 2.3(a).

"Facility Fee Rate": the rate per annum set forth under the relevant column heading in Annex A.

"Federal Funds Effective Rate": for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

"Fee Payment Date": (a) the third Business Day following the last day of each March, June, September and December after the Closing Date and (b) the last day of the Commitment Period.

"Funding Office": the office of the Administrative Agent specified in
Section 9.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Company and the Lenders.

"GAAP": generally accepted accounting principles in the United States as in effect from time to time and set forth in any rule, regulation, opinion or pronouncement of the Accounting Principles Board and the American Institute of Certified Public Accountants and any rule, regulation, opinion or pronouncement of the Financial Accounting Standards Board (or agencies with similar functions of comparables stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination.

"Governmental Authority": any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners, the U.K. Financial Services Authority and the Bermuda Monetary Authority).

"Group Members": the collective reference to the Company and its respective Subsidiaries.

"Guarantee and Collateral Agreement": the Guarantee and Collateral Agreement to be executed and delivered by the Company and each Subsidiary Guarantor, substantially in the form of Exhibit A.

"Guarantee Obligation": as to any Person (the "guarantor"), means any obligation, including a reimbursement, counterindemnity or similar obligation, of the guarantor that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness of any other third Person (the "primary obligor") in any manner, whether directly or indirectly, including any obligation of the guarantor, whether or not contingent, (i) to purchase any such Indebtedness or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such Indebtedness or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor so as to enable the primary obligor to pay Indebtedness or other obligation, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness or (iv) otherwise to assure or hold harmless the owner of any such Indebtedness against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guarantor shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee Obligation is made as such amount may be reduced from time to time and (b) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, as such amount may be reduced from time to time unless such Indebtedness and the maximum amount for which such guarantor may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guarantor's maximum reasonably anticipated liability in respect thereof as determined by the Company in good faith.

"Hazardous Materials": means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes.

"Indebtedness": of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such Person's business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety

bonds or similar arrangements, (g) the liquidation value of all mandatorily redeemable preferred Capital Stock of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and (j) Indebtedness of any partnership in which such Person is a general partner to the extent that applicable law requires that such Person is liable for such Indebtedness unless the terms of such Indebtedness expressly provide that such Person is not so liable.

"Information": as defined in Section 9.15.

"Insolvency": with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

"Insolvent": pertaining to a condition of Insolvency.

"Insurance Subsidiary": a Subsidiary of the Company engaged in the insurance and/or reinsurance business.

"Interest Payment Date": (a) as to any ABR Loan, the last day of each March, June, September and December to occur while such Loan is outstanding and the Termination Date, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any Loan (other than any Loan that is an ABR Loan), the date of any repayment or prepayment made in respect thereof.

"Interest Period": as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Company in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Company by irrevocable notice to the Administrative Agent not later than 2:00 P.M., London time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii) the Company may not select an Interest Period that would extend beyond the Termination Date; and

(iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.

"Lenders": as defined in the preamble hereto.

"Lien": any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other), charge or other security interest or any other security agreement (including the interest of a vendor or lessor in any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

"Loan": any loan made by any Lender pursuant to this Agreement.

"Loan Documents": this Agreement, the Security Documents, the Notes, any other documents or instruments executed or delivered in connection herewith or therewith and any amendment, waiver, supplement or other modification to any of the foregoing.

"Loan Parties": each Group Member that is a party to a Loan Document as a Borrower, grantor of Liens on the Collateral or Subsidiary Guarantor.

"Material Adverse Effect": a material adverse effect on (a) the business, assets, liabilities, property or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

"Material Subsidiary": at any time, any Subsidiary (i) the total consolidated assets or total consolidated revenues of which and its Subsidiaries exceed 10% of the total consolidated assets or gross consolidated revenues, respectively, of the Company and its Subsidiaries on a consolidated basis at the end of or for, respectively, the then most recently completed fiscal quarter of the Company for which financial statements shall have been delivered to the Lenders as described in Section 3.1 or pursuant to Section 5.1 and/or (ii) the net assets of which exceed $100,000,000 at the end of the then most recently completed fiscal quarter of the Company for which financial statements shall have been delivered to the Lenders as described in Section 3.1 or pursuant to
Section 5.1 (accounting terms used in this definition have the meanings given to them under GAAP).

"Multiemployer Plan": a Plan that is a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

"Net Cash Proceeds": in connection with any issuance or sale of Capital Stock by the Company, the cash proceeds received from such issuance or sale, net of attorneys' fees and disbursements, investment banking fees and disbursements, accountants' fees and disbursements, underwriting fees, discounts and commissions, printing expenses, any governmental or exchange fees incurred (or reasonably expected to be incurred) and other customary fees and expenses actually incurred in connection therewith.

"Net Written Premiums": of any Person, Direct Premiums written by such Person, plus Assumed Premiums of such Person, minus Ceded Premiums of such Person, determined in accordance with GAAP.

"Non-Excluded Taxes": as defined in Section 2.13(a).

"Non-U.S. Lender": as defined in Section 2.13(e).

"Notes": the collective reference to any promissory note evidencing Loans, substantially in the form of Exhibit G or Exhibit H, as the case may be.

"Obligations": the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of any Borrower to the Administrative Agent, the Collateral Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, fees, indemnities, costs, expenses or otherwise (including all reasonable fees, charges and disbursements of counsel to the Administrative Agent, the Collateral Agent or to any Lender that are required to be paid by the Borrowers pursuant hereto).

"Other Administrative Agent": the Administrative Agent (as defined in the Other Credit Agreement).

"Other Aggregate Exposure": Aggregate Exposure (as defined in the Other Credit Agreement).

"Other Commitments": Commitments (as defined in the Other Credit Agreement).

"Other Credit Agreement": the 364-Day Credit Agreement, dated as of the date hereof among the Company, the Subsidiary Borrowers, the several banks and other financial institutions or entities from time to time parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent and as collateral agent, as amended, supplemented or otherwise modified or replaced from time to time.

"Other Lenders": the Lenders (as defined the Other Credit Agreement).

"Other Loans": Loans (as defined in the Other Credit Agreement).

"Other Taxes": any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

"Participant": as defined in Section 9.6.

"PBGC": the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

"Person": an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

"Plan": at a particular time, any employee benefit plan that is covered by ERISA and in respect of which a Borrower, a Subsidiary or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA responsible for contributing to or under or having any liability in respect of an employee benefit plan or Multiemployer Plan.

"Pledged Stock": the Capital Stock pledged pursuant to the Guarantee and Collateral Agreement and the UK Charge Over Shares.

"Pound Sterling" or "(pound)": the lawful money of the United Kingdom.

"Pricing Grid": the table set forth on Annex A.

"Private Act": separate legislation enacted in Bermuda with the intention that such legislation applies specifically to a Borrower or a Subsidiary Guarantor in whole or in part.

"Projections": as defined in Section 3.16.

"Properties": as defined in Section 3.15(d).

"Proportionate Share": as defined in Section 2.3.

"Register": as defined in Section 9.6.

"Regulation D": Regulation D of the Board as in effect from time to time.

"Regulation U": Regulation U of the Board as in effect from time to time.

"Reorganization": with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

"Reportable Event": any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg.ss. 4043.

"Required Lenders": at any time, the holders of more than 50% of the Total Commitments then in effect or, if the Commitments have been terminated, the Total Loans then outstanding.

"Requirement of Law": as to any Person, the Memorandum of Association or the Certificate of Incorporation and By-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

"Responsible Officer": the chief executive officer, president or chief financial officer of a Borrower, but in any event, with respect to financial matters, the chief financial officer or the finance director of such Borrower.

"Restricted Payments": as defined in Section 6.4.

"SEC": the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

"Security Documents": the collective reference to the Guarantee and Collateral Agreement, the UK Charge Over Shares and all other security documents hereafter delivered to the Collateral Agent granting a Lien on the Capital Stock of the Material Subsidiaries to secure the obligations and liabilities of any Loan Party under any Loan Document.

"Single Employer Plan": any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

"Solvency Ratio": on the last day of any period of four consecutive fiscal quarters (or, if less, the number of full fiscal quarters subsequent to the Closing Date), (a) of the Company, Net Written Premiums of all Insurance Subsidiaries of the Company during such period, divided by Consolidated Tangible Net Worth of the Company on such day and (b) of any Insurance Subsidiary which is a Material Subsidiary, Net Written Premiums of such Insurance Subsidiary during such period, divided by Consolidated Tangible Net Worth of such Insurance Subsidiary on such day, in each case, expressed as a percentage.

"Subsidiary": as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned by such Person. Unless otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of the Company.

"Subsidiary Borrowers": collectively, each Material Subsidiary of the Company that shall become a Borrower under this Agreement upon satisfaction of the conditions precedent set forth in Section 4.3.

"Subsidiary Guarantor": each Subsidiary of the Company which is not an Insurance Subsidiary.

"Termination Date": August 29, 2006.

"Total Commitments": at any time, the aggregate amount of the Commitments then in effect.

"Total Loans": at any time, the aggregate principal amount of the Loans outstanding at such time.

"Transferee": any Assignee or Participant.

"Type": as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.

"UK Charge Over Shares": the Charge Over Shares, dated as of the date hereof made by the Company in favor of the Collateral Agent, as amended, supplemented or otherwise modified or replaced from time to time substantially in the form of Exhibit K.

"UK Insurance Subsidiary": Aspen Insurance UK Limited, a company incorporated under the laws of England and Wales with registered number 1184193.

"United States": the United States of America.

"Utilization Fee": as defined in Section 2.3.

"Utilization Fee Rate": the rate per annum set forth under the relevant column heading in Annex A.

1.2 Other Definitional Provisions. (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto,
(i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation", (iii) the word "incur" shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words "incurred" and "incurrence" shall have correlative meanings), (iv) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, and (v) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time.

(c) The words "hereof", "herein" and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans to the Borrowers from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding which does not exceed the amount of such Lender's Commitment. During the Commitment Period the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part, and, reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6; provided, however, that until such time as the Company shall have received subsequent to the date hereof gross proceeds of at least $200,000,000 from the issuance of shares of its common Capital Stock, the sum of the aggregate principal amount of the Loans outstanding at any time under this Agreement and the aggregate principal amount of the Loans (as defined therein) then outstanding under the Other Credit Agreement shall not exceed $120,000,000. When the Company has received gross proceeds of at least $200,000,000 from the issuance of shares of its Common Stock, the Company shall provide written notice thereof to the Administrative Agent.

(b) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.

2.2 Procedure for Borrowing. Any Borrower may borrow during the Commitment Period on any Business Day, provided that the Company (on its behalf or such Subsidiary Borrower, as the case may be) shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 2:00 P.M., London time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) on the requested Borrowing Date, in

the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing shall be in an amount equal to
(x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate Available Commitments are less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Company, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the applicable Borrower at the Funding Office prior to 5:00 P.M., London time, on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the applicable Borrower by the Administrative Agent crediting the account of such Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

2.3 Fees. (a) Each Borrower agrees to pay its pro rata share (calculated, for any day, based on the percentage which the principal amount of the Loans outstanding to such Borrower at the close of business on such day constitutes of the then aggregate principal amount of the Loans to all Borrowers (in the case of each Borrower, its "Proportionate Share")), provided, that at any time when no Loans are outstanding, the pro rata share of the Company shall be deemed to be 100%) to the Administrative Agent for the account of each Lender which has a then effective Commitment or a then outstanding Loan a facility fee (a "Facility Fee") for the period from and including the date hereof to the last day upon which such Lender's Commitment shall have terminated and such Lender's Loans shall have been paid in full, computed at the Facility Fee Rate on the average daily amount of the Commitment of such Lender (whether or not utilized) during the period (the "Computation Period") for which payment is made (or, if any Lender continues to have any Loans after its Commitment terminates, on the average daily amount of such Lender's Loans from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Loans outstanding), payable quarterly in arrears on each Fee Payment Date, commencing on the first such date to occur after the date hereof.

(b) The Borrowers agree to pay to the Administrative Agent for the account of each Lender, in arrears on each Fee Payment Date, a utilization fee (a "Utilization Fee") based upon the average daily amount of the outstanding Loans of such Lender at a rate per annum equal to the Utilization Fee Rate when and for as long as the aggregate outstanding principal amount of the sum of (a) the Loans hereunder plus (b) the aggregate principal amount of the Loans (as defined therein) under the Other Credit Agreement exceeds 60% of the sum of (x) the aggregate Commitments hereunder and (y) the aggregate amount of the Commitments (as defined therein) under the Other Credit Agreement. Payments made by the Borrowers hereunder shall be made in accordance with each Borrower's Proportionate Share

(c) The Company agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent and to perform any other obligations contained therein.

2.4 Termination or Reduction of Commitments. The Company shall have the right, upon not less than five Business Days' notice to the Administrative Agent, to terminate the Commitments or, from time to time, to reduce the amount of the Commitments; provided that no such termination or reduction of Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, the Total Loans would exceed the Total Commitments. Any such reduction shall be in an amount equal to $5,000,000, or a whole multiple thereof, and shall reduce permanently the Commitments then in effect.

2.5 Optional Prepayments. Each Borrower may at any time and from time to time prepay the Loans made by the Lenders to such Borrower, in whole or in part, without premium or penalty, upon irrevocable notice delivered by the Company to the Administrative Agent no later than 2:00 P.M., London time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 P.M., London time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, such Borrower shall also pay any amounts owing pursuant to Section 2.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of ABR Loans and Eurodollar Loans for all Borrowers shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.

2.6 Conversion and Continuation Options. (a) The Company may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit I no later than 2:00 P.M., London time, on the proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Company may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 2:00 P.M., London time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default or Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving irrevocable notice to the Administrative Agent, substantially in the form of Exhibit I hereto in accordance with the applicable provisions of the term "Interest Period" set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan may be continued as such when any Event of Default or Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuations, and provided, further, that if the Company shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.7 Limitations on Eurodollar Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than ten Eurodollar Tranches shall be outstanding at any one time.

2.8 Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.

(b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.

(c) (i) So long as any Event of Default shall have occurred and be continuing, the principal amount of all Loans shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2% and (ii) if all or a portion of any interest payable on any Loan or any Facility Fee or Utilization Fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to ABR Loans plus 2%, in each case as described in this clause (ii), from the date of such non-payment until such amount is paid in full (as well after as before judgment).

(d) Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this
Section shall be payable from time to time on demand.

2.9 Computation of Interest and Fees. (a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Federal Funds Effective Rate, the interest thereon shall be calculated on the basis of a 365- (or 366, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Company and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Company and the relevant Lenders of the effective date and the amount of each such change in interest rate.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on each Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall deliver to the Company a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.8(a).

2.10 Inability to Determine Interest Rate. If prior to the first day of any Interest Period:

(a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

(b) the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the Company and the relevant Lenders as soon as practicable thereafter. Upon receipt of such notice, the Borrower may revoke any notice of borrowing, conversion or continuation then submitted by it. If the Borrower does not revoke such notice, then (x) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar

Loans shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Company have the right to convert Loans to Eurodollar Loans.

2.11 Pro Rata Treatment and Payments. (a) Each borrowing by any Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the Lenders' respective Commitments, and each payment by any Borrower on account of any Facility Fee or Utilization Fee shall be made pro rata to each Lender according to the respective amounts thereof owing pursuant to Section 2.3(a) or Section 2.3(b), as the case may be.

(b) Each payment (including each prepayment) by any Borrower on account of principal of and interest on the Loans made to it shall be made pro rata according to the respective outstanding principal amounts of such Loans then held by the Lenders.

(c) All payments (including prepayments) to be made by any Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 5:00 P.M., London time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(d) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender's share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans, on demand, from the Borrowers.

(e) Unless the Administrative Agent shall have been notified in writing by the Company prior to the date of any payment due to be made by any Borrower hereunder that such Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that such Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by such Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on

demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against such Borrower.

2.12 Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

(i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.13 and changes in the rate of tax on the overall net income of such Lender);

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate; or

(iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost (excluding taxes) to such Lender, by an amount that such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower to which such Loans were made shall pay such Lender any additional amounts necessary to compensate such Lender for such increased cost (excluding taxes) or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Company (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Company (with a copy to the Administrative Agent) of a written request therefor, the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction.

(c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Company (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The Borrower shall pay such Lender the amount shown as due on such certificate within 10 Business Days after receipt by the Borrower. Notwithstanding anything to the contrary in this Section, the Company shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than six months prior to the date that such Lender notifies the

Company of such Lender's intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of the Company pursuant to this
Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.13 Taxes. (a) All payments made by (or on behalf of) any Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding Excluded Taxes. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") or Other Taxes are required to be deducted or withheld from any amounts payable to the Administrative Agent or any Lender hereunder,
(i) the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, (ii) the Borrower shall deduct or withhold such amounts and
(iii) the Borrower shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law; provided, however, that no Borrower shall be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes that are attributable to such Lender's failure to comply with the requirements of paragraph (e) of this Section.

(b) In addition, each Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Each Borrower shall indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Non-Excluded Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of such Borrower hereunder (including Non-Excluded Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.13) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to such Borrower by a Lender or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) Whenever any Non-Excluded Taxes or Other Taxes are payable by a Borrower, as promptly as possible thereafter such Borrower shall send to the Administrative Agent for its own account or for the account of the relevant Lender, as the case may be, a certified copy of an original official receipt received by such Borrower showing payment thereof.

(e) A Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate, provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender's judgment such completion, execution or submission would not materially prejudice the legal position of such Lender. To the extent the Borrower is a "U.S. Person" as defined in Section 7701(a)(30) of the Code (a "U.S. Borrower"), each Lender (or Transferee) that is not a U.S. Person (a "Non-U.S. Lender") shall deliver to

the U.S. Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN, Form W-8ECI or, in the case of a Transferee, a Form W-81MY, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a statement substantially in the form of Exhibit F and a Form W-8BEN or, in the case of a Transferee, a Form W-8IMY, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by the U.S. Borrower under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender within 10 Business Days of the request by the U.S. Borrower. Each Non-U.S. Lender shall promptly notify the U.S. Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the U.S. Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). If any Non-U.S. Lender provides a Form W-8IMY, such Non-U.S. Lender must also attach the additional documentation that must be transmitted with the Form W-8IMY, including the appropriate forms described in this Section 2.13(e).

(f) The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.14 Indemnity. Each Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by such Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Company has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by such Borrower in making any prepayment of or conversion from Eurodollar Loans after the Company has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.15 Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.12 or 2.13(a) with respect to such Lender, it will, if requested by the Company, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event or assign its rights and obligations hereunder to an Affiliate with the object of avoiding the consequences of such event; provided, that such designation or assignment is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) or such Affiliate, as the case may be, to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations of any Borrower or the rights of any Lender pursuant to Section 2.12 or 2.13(a).

2.16 Replacement of Lenders. The Company shall be permitted to replace any Lender

that (a) requests reimbursement for amounts owing pursuant to Section 2.12 or 2.13(a) or (b) defaults in its obligation to make Loans hereunder, with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default or Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall, within 30 days of the Company's request have taken no action under Section 2.15 that eliminates the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts (including accrued interest) owing to such replaced Lender on or prior to the date of replacement, (v) the Borrowers shall be liable to such replaced Lender under Section 2.14 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto as if it were prepaid on the date of such purchase, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that each Borrower shall be obligated to pay the portion of the registration and processing fee referred to therein based on such Borrower's Proportionate Share), (viii) until such time as such replacement shall be consummated, the Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.12 or 2.13(a), as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

SECTION 3. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans, the Company hereby represents and warrants to the Administrative Agent and each Lender that:

3.1 Financial Condition. The audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2002, and the related consolidated statement of comprehensive income and of cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from KPMG Audit Plc, present fairly the consolidated financial condition of the Company and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Company and its Subsidiaries as at March 31, 2003, and the related unaudited consolidated statements of comprehensive income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of the Company and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2002 to and including the date of this Agreement there has been no Disposition by any Group Member of any material part of its business or property.

3.2 No Change. Since December 31, 2002, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.

3.3 Existence; Compliance with Law. Each Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee

and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except where the failure to so qualify would not have a Material Adverse Effect and (d) is in compliance with all Requirements of Law (including but not limited to, the Bermuda Companies Law and Bermuda Insurance Law as applicable to the Company and each Subsidiary organized under the laws of Bermuda) except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary is subject to any Private Act.

3.4 Power; Authorization; Enforceable Obligations. (a) Subject to obtaining any consent set forth in Part II of Schedule 3.4 (unless an Applicable Amendment shall have become effective) prior to a Consent Event, each Loan Party has or will have the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, to obtain Loans hereunder, and each Loan Party has or will have taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (A)(x) consents, authorizations, filings and notices described in Part I of Schedule 3.4, which consents, authorizations, filings and notices have been obtained or, except as noted therein, made and are in full force and effect and (y) the consents described in Part II of Schedule 3.4 (unless an Applicable Amendment shall have become effective) which consents (or amendment or amendments, as the case may be) will be obtained prior to a Consent Event, (B) consents of any applicable Governmental Authority (including, where applicable, the Bermuda Monetary Authority, the U.K. Financial Services Authority and any relevant insurance commission or analogous Governmental Authority in the United States) required in the event of the exercise by the Collateral Agent of any right (1) to control or to allow any assignee of the Collateral Agent to control any Insurance Subsidiary or (2) to sell or transfer in accordance with the terms and conditions of any Security Document any Capital Stock of any Insurance Subsidiary pledged in accordance with the terms of such Security Document (including, in such case, any consent required for the purchaser or the transferee of such Capital Stock) and (C) any consent or authorization of, filing with or notice to, the relevant insurance commission or other Governmental Authority pursuant to any applicable Requirement of Law in connection with the creation subsequent to the Closing Date in accordance with
Section 5.4 of a security interest in the Capital Stock of any Material Subsidiary which is an Insurance Subsidiary. Each Loan Document has been duly executed and delivered on behalf of each Loan Party which is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party which is a party thereto, enforceable against each Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(b) Under the laws of Bermuda in force at the date hereof, none of the Borrowers nor any Subsidiary Guarantor will be required to make any deduction or withholding from any payment it may make hereunder or under the Notes.

(c) Under the laws of Bermuda, the claims of the Collateral Agent and the Lenders against each Borrower and each Subsidiary Guarantor under this Agreement and the Notes will rank at least pari passu with the claims of all its other unsecured creditors, except creditors whose claims are preferred solely by any bankruptcy, insolvency or other similar law of general application governing the enforcement of creditors' rights.

(d) In any proceedings taken in Bermuda in relation to this Agreement, the choice of New York law as the governing law of this Agreement, and any judgment obtained in the United States, will be recognized and enforced.

(e) Under the laws of Bermuda it is not necessary that this Agreement, the Notes or any other Loan Document be filed, recorded or enrolled with any court or other authority in such jurisdiction or that any stamp, registration or similar tax be paid on or in relation with this Agreement, the Notes or such other Loan Document.

3.5 No Legal Bar. Subject to obtaining any consents which may be required pursuant to Part II of Schedule 3.4 (unless an Applicable Amendment shall have become effective), the execution, delivery and performance of this Agreement and the other Loan Documents, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law (assuming compliance with any Requirement of Law relating to the consent of any Governmental Authority required in the event of the exercise by the Collateral Agent or any assignee of the Collateral Agent of any right to control any Insurance Subsidiary or to sell or transfer any Capital Stock of any Insurance Subsidiary in accordance with the terms and conditions of any Security Document (including, in such case, any consent required for the purchaser or the transferee of such Capital Stock)) or any Contractual Obligation of any Group Member and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents and except, in the case of Contractual Obligations, to the extent that the failure of any of the statements in this
Section 3.5 to be accurate could not reasonably be expected to have a Material Adverse Effect).

3.6 Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending, or, to the knowledge of any Borrower, threatened, by or against any Group Member or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect.

3.7 No Default. No Group Member is in default under or with respect to any of its Contractual Obligations in any respect that could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

3.8 Ownership of Property; Liens. Each Group Member has good title to, or a valid leasehold interest in all its real and personal property material to its business except for minor defects in title that could not reasonably be expected to have a Material Adverse Effect, and none of such property is subject to any Lien not permitted by Section 6.6.

3.9 Taxes. Each Group Member has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect); no tax Lien has been filed, and, to the knowledge of any Borrower, no claim is being asserted, with respect to any such tax, fee or other charge.

3.10 Federal Regulations. No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used for "buying" or "carrying" any "margin stock" within the

respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect. If requested by any Lender or the Administrative Agent, the Company will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.

3.11 ERISA. Neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. None of the Borrowers nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and none of the Borrowers nor any Commonly Controlled Entity would become subject to any material liability under ERISA if such Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is in Reorganization or Insolvent.

3.12 Investment Company Act. No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended.

3.13 Subsidiaries. Schedule 3.13 sets forth, as of the date of this Agreement, the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party, and such Schedule indicates each Subsidiary Guarantor as of such date.

3.14 Use of Proceeds. The proceeds of the Loans shall be used (i) to provide funding for the Insurance Subsidiaries of the Company; (ii) to finance the working capital needs of the Company and its Subsidiaries and (iii) for general corporate purposes of the Company and its Subsidiaries.

3.15 Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(a) none of the Group Members has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law;

(b) none of the Group Members has become subject to liability under any Environmental Law;

(c) none of the Group Members has received notice of any claim with respect to any liability under any Environmental Law;

(d) the facilities and properties owned, leased or operated by any Group Member (the "Properties") do not contain any Hazardous Materials in amounts or concentrations or under circumstances that could reasonably be expected to give rise to liability under, any Environmental

Law; and

(e) Hazardous Materials have not been transported or disposed of by any Group Member in a manner or to a location that could reasonably be expected to give rise to liability under any Environmental Law.

3.16 Accuracy of Information, etc. To the best of the Company's knowledge, the Confidential Information Memorandum, taken as a whole, is correct in all material respects as of the date thereof and does not, as of the date thereof, contain any untrue statement of a material fact or omit any material fact necessary to make the statements therein (taken as a whole) not misleading as of such date in light of the circumstances under which they made; provided, however, that this representation does not extend to (i) financial projections and other forward looking statements contained in the Confidential Information Memorandum (the "Projections") and (ii) information in the Confidential Information Memorandum which is referenced to a specific source or derived from public or other sources. The Projections contained in the Confidential Information Memorandum have been prepared in good faith based upon assumptions reasonably believed by the Company to be reasonable, it being understood, and the Administrative Agent and each Lender understands that the Projections are subject to significant uncertainties and contingencies many of which are beyond the control of the Company and there can be no assurances that such Projections will be realized.

No written statement or information delivered by any Loan Party to the Administrative Agent, the Collateral Agent or the Lenders contained in this Agreement or any other Loan Document, taken as a whole, contains any untrue statement of a material fact or omits any material fact necessary to make the statements therein (taken as a whole) not misleading as of the date of such statement or information in light of the circumstances under which they were provided.

3.17 Security Documents. The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof subject to (i) the consent of any applicable Governmental Authority required by any applicable Requirement of Law in the event of the exercise by the Collateral Agent of any right (A) to control or to allow any assignee of the Collateral Agent to control any Insurance Subsidiary or (B) to sell or transfer any Capital Stock (including, in such case, any consent required for the purchaser or the transferee of such Capital Stock). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Collateral Agent and Uniform Commercial Code financing statements are filed in the applicable filing offices, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties organized under the laws of the United States in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person. A priority interest in the Collateral of any Material Subsidiary organized under the laws of Bermuda will be created in Bermuda upon the registration of a charge with the Registrar of Companies. The UK Charge Over Shares is effective to create in favor of the Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the UK Charge Over Shares, the UK Charge Over Shares shall constitute a fully perfected Lien on, and security interest in, such Pledged Stock of the Material Subsidiary organized under the laws of the United Kingdom when stock certificates representing such Pledged Stock are delivered to the Collateral Agent and upon any applicable registration of the share charges at the Companies House.

SECTION 4. CONDITIONS PRECEDENT

4.1 Conditions to Initial Loans. The agreement of each Lender to make the initial Loans requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such Loans, of the following conditions precedent:

(a) Credit Agreement; Guarantee and Collateral Agreement; UK Charge Over Shares; Acknowledgement and Consent. The Administrative Agent shall have received (i) this Agreement, executed and delivered by the Administrative Agent, each Borrower and each Person listed on Schedule 1.1,
(ii) the Guarantee and Collateral Agreement, executed and delivered by each Borrower and each Subsidiary Guarantor, (iii) an Acknowledgement and Consent of each Material Subsidiary substantially in the form attached to the Guarantee and Collateral Agreement as Annex 1 and (iv) the UK Charge Over Shares, executed and delivered by the Collateral Agent and the Company.

(b) Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date. All such amounts will be paid with proceeds of Loans made on the Closing Date and will be reflected in the funding instructions given by the Company to the Administrative Agent on or before the Closing Date.

(c) Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of the Company, dated the Closing Date, substantially in the form of Exhibit C-1 and a certificate of each other Group Member, dated the Closing Date, substantially in the form of Exhibit C-2, in each case, with appropriate insertions and attachments, including the Memorandum of Association, Articles of Incorporation or other organizational documents for each Loan Party certified by the appropriate Governmental Authority of Bermuda, in the case of the Company, and by the appropriate Governmental Authority of the relevant jurisdiction of organization, in the case of each other Loan Party, and By-laws for each Loan Party and (ii) a certificate of compliance/good standing for each Loan Party from its jurisdiction of organization.

(d) Legal Opinions. The Administrative Agent shall have received the following executed legal opinions:

(i) the legal opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., New York counsel to the Company and its Subsidiaries, substantially in the form of Exhibit E-1;

(ii) the legal opinion of Appleby, Spurling & Kempe counsel to the Company, substantially in the form of Exhibit E-2; and

(iii) the legal opinion of Simpson Thacher & Bartlett LLP, counsel to the Administrative Agent, the Collateral Agent and the Lenders, substantially in the form of Exhibit E-3.

Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

(e) Pledged Stock; Stock Powers. The Collateral Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in

blank by a duly authorized officer of the pledgor thereof and (ii) the certificates representing the shares of Capital Stock pledged pursuant to the UK Charge Over Shares, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (iii) satisfactory evidence that all registrations and other actions necessary under the laws of the jurisdiction of organization of the issuer of any such pledged Capital Stock to perfect the Lien thereon created by the applicable Security Document shall have been completed, including, in the case of any Material Subsidiary organized under the laws of Bermuda, registration of a charge with the Registrar of Companies.

(f) Uniform Commercial Code Financing Statements. All documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording.

4.2 Conditions to Each Loan. The agreement of each Lender to make any Loan requested to be made by it on any date (including, without limitation, its initial Loan) is subject to the satisfaction of the following conditions precedent:

(a) Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct on and as of such date as if made on and as of such date (except where such representation and warranty speaks of a specific date in which case such representation and warranty shall be true and correct as of such date).

(b) No Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

Each borrowing by any Borrower hereunder shall constitute a representation and warranty by such Borrower as of the date of such borrowing that the conditions contained in this Section 4.2 have been satisfied.

4.3 Conditions to Certain Loans. (a) The agreement of each Lender to make any Loan requested to be made by it on any date (including, without limitation, its initial Loan) when a Consent Event described in clause (i) of the definition of such term shall have occurred and be continuing or would result therefrom shall be subject to the receipt by the Administrative Agent of either (x) the consent with respect to the Company described in Part II of Schedule 3.4 or (y) an Applicable Amendment having become effective; a copy of such consent or Applicable Amendment, as the case may be, certified to be complete and correct by a duly authorized officer of the Company; and the Administrative Agent shall be satisfied with the form and substance thereof, and
(b) the agreement of each Lender to make any Loan requested to be made by it on any date (including, without limitation, its initial Loan) when a Consent Event described in clause (ii) of the definition of such term shall have occurred and be continuing or would result therefrom shall be subject to the receipt by the Administrative Agent of either (x) the consent with respect to Aspen UK Insurance Services Limited described in Part II of Schedule 3.4 or (y) an Applicable Amendment with respect thereto having become effective; a copy of such consent or Applicable Amendment, as the case may be, certified to be complete and correct by a duly authorized officer of Aspen UK Insurance Services Limited; and the Administrative Agent shall be satisfied with the form and substance thereof.

4.4 Conditions for Additional Subsidiary Borrowers. Any Material Subsidiary set forth

in a written notification thereof delivered by the Company to the Administrative Agent shall become a Subsidiary Borrower on the date that the following conditions precedent shall have been satisfied:

(a) Counterparts. The Administrative Agent shall have received a Subsidiary Borrower Agreement duly executed by such Subsidiary Borrower substantially in the form of Exhibit J.

(b) Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of such Subsidiary Borrower substantially in the form of Exhibit C, with appropriate insertions and attachments, including the Memorandum of Association, Articles of Incorporation or other organizational documents for such Subsidiary Borrower certified by the appropriate Governmental Authority of such Subsidiary Borrower's relevant jurisdiction of organization and the By-laws for such Subsidiary Borrower and (ii) a certificate of compliance/good standing for such Subsidiary Borrower from its jurisdiction of organization.

(c) Legal Opinions. The Administrative Agent shall have received an executed legal opinion of counsel to each Subsidiary Borrower. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

SECTION 5. AFFIRMATIVE COVENANTS

The Company hereby agrees that, so long as the Commitments remain in effect or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, the Company shall and shall cause each of its Subsidiaries to:

5.1 Financial Statements. Furnish to the Administrative Agent and each Lender:

(a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Company, a copy of the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of comprehensive income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year certified by KPMG Audit Plc or other independent certified public accountants of nationally recognized standing; and

(b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Company, the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of comprehensive income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments).

All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP.

5.2 Certificates; Other Information. Furnish to the Administrative Agent and each Lender (or, in the case of clause (f), to the relevant Lender):

(a) concurrently with the delivery of the financial statements referred to in Section 5.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;

(b) concurrently with the delivery of any financial statements pursuant to Section 5.1, a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer's knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and a Compliance Certificate containing all information and calculations necessary for determining compliance (i) by the Company with the provisions of Section 6.1 of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Company, as the case may be and (ii) by each Insurance Subsidiary with the provisions of Section 6.1(c) of this Agreement referred to therein as of the last day of the fiscal quarter of fiscal year of the Company, as the case may be;

(c) as soon as available, and in any event no later than 45 days after the end of each fiscal year of the Company, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Company and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto);

(d) within 45 days after the end of each fiscal quarter of the Company, a narrative discussion and analysis of the financial condition and results of operations of the Company and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the portion of the projections covering such periods and to the comparable periods of the previous year (it being understood that the delivery of the management's discussion and analysis of the Form 10-Q containing the financial statements delivered financial statements delivered pursuant to Section 5.1 shall satisfy the requirement of this Section 5.2(d));

(e) within five days after the same are sent, copies of all financial statements and reports that the Company sends to the holders of any class of its debt securities or public equity securities and, within five days after the same are filed, copies of all financial statements and reports that the Company may make to, or file with, the SEC; and

(f) promptly, such additional financial and other information regarding the business, operations and financial conditions of the Company or any of its Subsidiaries as any Lender may from time to time reasonably request.

5.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Group Member or where the failure to pay could not reasonably be expected to have a Material Adverse Effect.

5.4 Material Subsidiaries. If at any time prior to the Termination Date, any Subsidiary of

the Company becomes a Material Subsidiary (including any Subsidiary that was formerly a Material Subsidiary the Capital Stock of which was previously released pursuant to Section 9.14(c)), then (a) subject to the receipt of any required consents or approvals described in clause (b)(ii) of this Section 5.4, the Company shall or shall cause the holder of the Capital Stock of such Material Subsidiary to (i) cause the Capital Stock of such Material Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement or, in the case of a Material Subsidiary organized under the laws of the United Kingdom, to enter into a UK Charge Over Shares substantially in the form of Exhibit K and
(ii) deliver to the Collateral Agent the certificates representing the shares of such Capital Stock, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the Subsidiary thereof and (b) in the case of any Material Subsidiary which is an Insurance Subsidiary, to the extent required under applicable Requirements of Law, (i) prepare and submit any filings or notices required by any relevant insurance commission or other Governmental Authority and (ii) use its best efforts to obtain any consent or approval required of such relevant insurance commission or other Governmental Authority, in each case as necessary in connection with the creation of a security interest in the Capital Stock of such Material Subsidiary that is an Insurance Subsidiary.

5.5 Maintenance of Existence; Compliance. (a)(i) Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, including, without limitation, all required insurance licenses of each Material Subsidiary, except, in each case, as otherwise permitted by Section 6.3 and except, in the case of clause
(ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.6 Maintenance of Property; Insurance. (a) Keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and (b) maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business.

5.7 Inspection of Property; Books and Records; Discussions. (a) Keep such books of records and account as are necessary to permit the Company and its Subsidiaries to prepare financial statements that are in conformity with GAAP and that are in compliance with all Requirements of Law relating to the maintenance of financial records (except, in the case of such Requirements of Law, to the extent that the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect) and (b) permit representatives of the Administrative Agent to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Group Members with officers and employees of the Group Members and with their independent certified public accountants.

5.8 Notices. Promptly give notice to the Administrative Agent and each Lender of:

(a) the occurrence of any Default or Event of Default;

(b) any (i) default or event of default under any Contractual Obligation of any Group Member or (ii) litigation, investigation or proceeding that may exist at any time between any Group Member and any Governmental Authority, that in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;

(c) any development or event that has had or could reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 5.7 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the relevant Group Member proposes to take with respect thereto.

5.9 Environmental Laws. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, comply with all applicable Environmental Laws.

5.10 Subsidiary Guarantees. If at any time prior to the Termination Date, the Company acquires or forms a Subsidiary (other than an Insurance Subsidiary), promptly (a) cause such Subsidiary to become a party to the Guarantee and Collateral Agreement as an additional Subsidiary Guarantor by delivering to the Collateral Agent a Joinder duly executed by such Subsidiary substantially in the form of Annex 3 to the Guarantee and Collateral Agreement; and (b) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

5.11 Shareholder Resolution. Cause to be delivered to the Administrative Agent, on or prior to the earlier of (a) October 15, 2003 and (b) the date upon which the conditions precedent set forth in Section 4.3 are satisfied, a copy of a special resolution duly adopted by the shareholders of the UK Insurance Subsidiary, which resolution shall (i) be certified as being true and correct by a director and/or secretary of such company, (ii) be in form and substance satisfactory to the Administrative Agent and (iii) amend Article 6 of the articles of association of the UK Insurance Subsidiary such that its directors may not refuse to register a transfer of shares in certain circumstances.

SECTION 6. NEGATIVE COVENANTS

The Company hereby agrees that, so long as the Commitments remain in effect or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

6.1 Financial Condition Covenants.

(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Company (or, if less, the number of full fiscal quarters subsequent to the Closing Date) ending with any fiscal quarter to exceed 30%.

(b) Consolidated Tangible Net Worth. Permit Consolidated Tangible Net Worth at any time to be less than the sum of (i) $700,000,000, (ii) 100% of the first $200,000,000 of Net Cash Proceeds of the issuance by the Company of shares of its Capital Stock consummated after the Closing Date and (iii) 50% of the Net Cash Proceeds of all other issuances by the Company of shares of its Capital Stock consummated after the Closing Date.

(c) Solvency Ratio. (i) Permit the Solvency Ratio of (i) the Company or (ii) any Insurance Subsidiary which is a Material Subsidiary on the last day of any period of four consecutive fiscal quarters (or, if less, the number of full fiscal quarters subsequent to the Closing Date) to be more than 135%.

6.2 Indebtedness. Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except:

(a) Indebtedness of any Loan Party pursuant to any Loan Document;

(b) Indebtedness of the Company to any Subsidiary and of any Subsidiary Guarantor to the Company or any other Subsidiary;

(c) Guarantee Obligations incurred in the ordinary course of business by the Company or any of its Subsidiaries of obligations of any Subsidiary Guarantor;

(d) Indebtedness outstanding on the date hereof and listed on Schedule 6.2(d) and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof);

(e) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding;

(f) Indebtedness for letters of credit which have been issued to reinsurance cedents or insurance clients in the ordinary course of business;

(g) Indebtedness of the Borrowers under the Other Credit Agreement, provided, that the aggregate Pound Sterling equivalent of the Loans and the Other Loans outstanding at any time shall not exceed that amount which would result in the occurrence of a Consent Event unless the applicable conditions in Section 4.3 shall have been satisfied; and

(h) additional Indebtedness of the Company or any of its Subsidiaries in an aggregate principal amount (for the Company and its Subsidiaries) not to exceed $10,000,000 at any one time outstanding.

6.3 Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's Capital Stock to any Person, except:

(a) transactions in the ordinary course of business involving current assets or other assets classified in the Company's balance sheet as available for sale or trading (as defined in FAS 115), including the disposition in the ordinary course of business of any assets in its investment portfolio;

(b) the Disposition of obsolete or worn out property in the ordinary course of business;

(c) the sale of inventory in the ordinary course of business;

(d) Dispositions permitted by clause (x) of Section 7(f)(iv);

(e) the sale or issuance of any Subsidiary's Capital Stock to the Company or any Subsidiary Guarantor; and

(f) the Disposition of other property having a fair market value not to exceed $10,000,000 in the aggregate for any fiscal year of the Company.

6.4 Restricted Payments. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Group Member (collectively, "Restricted Payments"), except that (a) any Subsidiary may make Restricted Payments to the Company or any other Subsidiary Guarantor and (b) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Company may during any fiscal year pay cash dividends in an aggregate amount not to exceed 50% of its Consolidated Net Income for such fiscal year.

6.5 Investments. Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, "Investments"), except:

(a) extensions of trade credit in the ordinary course of business;

(b) investments in Cash Equivalents;

(c) Guarantee Obligations permitted by Section 6.2;

(d) loans and advances to employees of any Group Member in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate amount for all Group Members not to exceed $250,000 at any one time outstanding;

(e) intercompany Investments by any Group Member in any Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor or an Insurance Subsidiary;

(f) (i) Investments by Insurance Subsidiaries in the ordinary course of business and (ii) Investments by the Company and its Subsidiaries that are not Insurance Subsidiaries in Investments that, if made by an Insurance Subsidiary, would be permitted by clause (i) immediately preceding; and

(g) in addition to Investments otherwise expressly permitted by this Section, Investments by the Company or any of its Subsidiaries in an aggregate amount (valued at cost) not to exceed $25,000,000 during the term of this Agreement.

Anything in this Section 6.5 to the contrary notwithstanding, neither the Company nor any Subsidiary will make any Investments in (a) any Insurance Subsidiary that is a Material Subsidiary or (b) any Insurance Subsidiary or any other Person, that, after giving effect to such Investment, would be a Material Subsidiary that is an Insurance Subsidiary, unless, in either case, the Collateral Agent, for the benefit of the Lenders, has (or contemporaneously with such Investment, will have) a perfected Lien on all of the Capital Stock of such Material Subsidiary in accordance with the applicable Security Document.

6.6 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except:

(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Company or its Subsidiaries, as the case may be, in conformity with GAAP;

(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;

(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation;

(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e) Liens on assets of any Insurance Subsidiary pledged as collateral for Indebtedness of such Insurance Subsidiary incurred under Section 6.2(f);

(f) Liens on assets of any Insurance Subsidiary held in a trust or other segregated account created to secure obligations of such Insurance Subsidiary under insurance and reinsurance policies;

(g) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries;

(h) Liens securing Indebtedness of the Company or any other Subsidiary incurred pursuant to Section 6.2(e) to finance the acquisition, construction or improvement of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition, construction or improvement of such fixed or capital assets,
(ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased;

(i) Liens created pursuant to the Security Documents;

(j) any interest or title of a lessor under any lease entered into by the Company or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;

(k) Liens on cash and securities of any Group Member incurred as part of the management of its investment portfolio in accordance with customary portfolio management practice and not in violation of its investment policy as in effect on the date of this Agreement;

(l) Liens existing on the date hereof and listed on Schedule 6.6;

(m) Liens arising in the ordinary course of business on operating accounts maintained by any Group Member in the ordinary course of business securing obligations (other than Indebtedness) arising in the ordinary course of business in favor of the banks in which such operating accounts are maintained;

(n) attachments, judgments and similar Liens for sums not exceeding $5,000,000 in the aggregate (excluding any portion thereof covered by insurance as to which the relevant insurance company has acknowledged coverage);

(o) attachments, judgments and similar Liens for sums of $5,000,000 or more (excluding any portion thereof which is covered by insurance as to which the relevant insurance company has acknowledged coverage), provided that the execution or other enforcement of such Liens is stayed and fully bonded pending appeal;

(p) any Lien existing on property acquired in connection with an Investment made in connection with Section 6.5, provided that such Lien shall extend solely to the item or items of property so acquired and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for specific use in connection with such acquired property;

(q) restrictions and similar encumbrances created pursuant to Requirements of Law upon the sale or transferability of the Capital Stock of any Insurance Subsidiary and the exercise of any right to control any such Insurance Subsidiary; and

(r) any extension, renewal or replacement of any Lien permitted by the preceding subparagraphs of this Section 6.6, provided that no additional property (other than a substitution of like property) shall be encumbered thereby and no additional Indebtedness shall be secured thereby unless such additional Indebtedness on such property would have been permitted in connection with the original creation, incurrence or assumption of such Lien.

6.7 Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the Company, (b) make loans or advances to, or other Investments in, the Company or any other Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

6.8 Lines of Business. Enter into any business, either directly or through any Subsidiary, except for those businesses in which the Company and its Subsidiaries are engaged on the date of this Agreement or that are related thereto.

SECTION 7. EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

(a) any Borrower shall fail to pay any principal of any Loan when due in accordance with the terms hereof; or any Borrower shall fail to pay any interest on any Loan or any other amount payable hereunder or under any other Loan Document, within five Business Days after any such interest or other amount becomes due in accordance with the terms hereof; or

(b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or

other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made; or

(c) any Loan Party shall default in the observance or performance of any agreement contained in clause (i) or (ii) of Section 5.5 (with respect to the Borrowers only), Section 5.8(a), Section 5.11 or Section 6 of this Agreement or Sections 5.3 and 5.5(b) of the Guarantee and Collateral Agreement; or

(d) any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days after notice to the Company from the Administrative Agent or the Required Lenders; or

(e) any Group Member shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided, that a default, -------- event or condition described in clause (i), (ii) or (iii) of this paragraph
(e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $5,000,000; or

(f) any Group Member shall enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its property or business, except for (i) the merger or consolidation of any Subsidiary of the Company with or into the Company (provided that the Company shall be the continuing or surviving corporation); (ii) the merger or consolidation by any Subsidiary Guarantor with or into any Subsidiary Guarantor; (iii) the merger or consolidation by any Subsidiary of the Company which is not a Subsidiary Guarantor with or into any other Subsidiary of the Company which is not a Subsidiary Guarantor or with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor is the surviving corporation); and (iv) the Disposition by any Subsidiary of the Company of any or all of its assets (x) to the Company or any Subsidiary Guarantor (upon voluntary liquidation or otherwise) or (y) pursuant to a Disposition permitted by Section 6.3.

(g) (i) the Company or any Material Subsidiary shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver,

trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Company or any Material Subsidiary shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Company or any Material Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Company or any Material Subsidiary any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Company or any Material Subsidiary shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Company or any Material Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(h) one or more judgments or decrees shall be entered against any Group Member involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $5,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or

(i) any of the Security Documents shall cease, for any reason, to be in full force and effect, or any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; or

(j) the guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason, to be in full force and effect or any Loan Party shall so assert; or

(k) a Change of Control shall occur; or

(l) (i) any Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of any Group Member or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) any Group Member or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could, in the sole judgment of the Required Lenders, reasonably be expected to have a Material Adverse Effect;

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (g) above with respect to any Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing under this

Agreement and the other Loan Documents shall immediately become due and payable, and (B) if such event is any other Event of Default, any or all of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Company declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate;
(ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Company, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable and (iii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall direct the Collateral Agent to exercise in respect of the Collateral, the rights and remedies under the Security Documents, subject to the provisions of
Section 8.5(b) below.

SECTION 8. THE AGENTS

8.1 Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents and the Collateral Agent as the agent of such Lender, the Administrative Agent, the Other Administrative Agent and the Other Lenders under the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent and the Collateral Agent, as the case may be, in such capacities, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents, as applicable, and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms of this Agreement and the other Loan Documents, as applicable (and, in the case of the Collateral Agent, the Other Credit Agreement and the Security Documents), together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor the Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein (and, in the case of the Collateral Agent, in the Other Credit Agreement), or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent.

The Administrative Agent and each Lender understand and agree that all Liens created by the Security Documents on the Collateral have been created in favor of the Collateral Agent, for the benefit of the Administrative Agent, the Other Administrative Agent, the Lenders and the Other Lenders, that all rights to take remedial action with respect to the Collateral under the Security Documents have been granted to the Collateral Agent and that neither the Administrative Agent, the Other Administrative Agent, any Lender nor any Other Lender has the right to take any such remedial action with respect to the Collateral other than through the Collateral Agent.

8.2 Delegation of Duties. The Administrative Agent and the Collateral Agent may each execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither the Administrative Agent nor the Collateral Agent shall be responsible for the negligence or misconduct of any agents or attorneys in-fact selected by it with reasonable care.

8.3 Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing have resulted from its or such Person's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any

recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

8.4 Reliance. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

(b) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrowers), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document unless it shall first receive the direction of the Administrative Agent under Section 7 of this Agreement and the Other Administrative Agent under Section 7 of the Other Credit Agreement, as applicable, or such advice or concurrence of (x) the Required Lenders (or, if so specified by this Agreement, all Lenders) and (y) the Required Lenders (as defined in the Other Credit Agreement) (or, if so specified by the Other Credit Agreement, all Other Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders and the Other Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Security Documents at the direction of the Administrative Agent under Section 7 of this Agreement and the Other Administrative Agent under Section 7 of the Other Credit Agreement, as applicable, or in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders) and the Required Lenders (as defined in the Other Credit Agreement) (or, if so specified by the Other Credit Agreement, all Other Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

8.5 Notice of Default. (a) The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless it has received notice from a Lender or the Company referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default". In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

(b) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless it has received notice from the Administrative Agent, a Lender or the Company referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default". The Collateral Agent shall take action with respect to such Default or Event of Default as shall be reasonably directed by the Administrative Agent under Section 7 of this Agreement and the Other Administrative Agent under Section 7 of the Other Credit Agreement, as applicable, or by (x) the Required Lenders (or, if so specified by this Agreement, all Lenders) and (y) the Required Lenders (as defined in the Other Credit Agreement) (or, if so specified by the Other Credit Agreement, all Other Lenders); provided that unless and until the Collateral Agent shall have received such directions, the Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders and the Other Lenders.

8.6 Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, neither the Administrative Agent nor the Collateral Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or the Collateral Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates.

8.7 Indemnification. (a) The Lenders agree to indemnify each Agent (other than the Collateral Agent) in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of each Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if

indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent's gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

(b) The Lenders agree to indemnify the Collateral Agent in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of each Borrower to do so), ratably according to the respective percentages which (i) the Aggregate Exposure of each Lender constitutes of (ii) the sum of (x) the Aggregate Exposure of all Lenders and (y) the Other Aggregate Exposure of all Other Lenders in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments and/or Other Commitments shall have terminated and the Loans and/or Other Loans shall have been paid in full, ratably in accordance with such percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against the Collateral Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the Collateral Agent's gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

8.8 Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms "Lender" and "Lenders" shall include each Agent in its individual capacity.

8.9 Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent may resign as Administrative Agent upon 30 days' notice to the Lenders and the Company. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 7(a) or Section 7(g) with respect to any Borrower shall have occurred and be continuing) be subject to approval by the Company (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without

any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders under this Agreement appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

(b) The Collateral Agent may resign as Collateral Agent upon 30 days' notice to the Lenders, the Other Lenders and the Company. If the Collateral Agent shall resign as Collateral Agent under this Agreement, then (x) the Required Lenders under this Agreement and (y) the Required Lenders (as defined therein) under the Other Credit Agreement shall appoint from among the Lenders a successor collateral agent, which successor collateral agent shall (unless an Event of Default under Section 7(a) or Section 7(g) with respect to any Borrower shall have occurred and be continuing) be subject to approval by the Company (which approval shall not be unreasonably withheld or delayed), whereupon such successor collateral agent shall succeed to the rights, powers and duties of the Collateral Agent and the term "Collateral Agent" shall mean such successor collateral agent effective upon such appointment and approval, and the former Collateral Agent's rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holders of the Loans. If no successor collateral agent has accepted appointment as Collateral Agent by the date that is 30 days following a retiring Collateral Agent's notice of resignation, the retiring Collateral Agent's resignation shall nevertheless thereupon become effective, and the retiring Collateral Agent (after consultation with the Company) may appoint a financial institution rated at least `A' by S&P or `A' by Moody's, as a successor collateral agent. After any retiring Collateral Agent's resignation as Collateral Agent the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement and the other Loan Documents.

8.10 Documentation Agent. The Documentation Agent shall not have any duties or responsibilities hereunder in its capacity as such.

SECTION 9. MISCELLANEOUS

9.1 Amendments and Waivers. Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 9.1. The Required Lenders and each Loan Party which is a party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent or, as the case may be, the Collateral Agent, and each Loan Party which is a party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or the Agents or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent or the Collateral Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall (i) forgive the principal amount or extend the final scheduled date of maturity of any Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or

modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender's Commitment, in each case without the written consent of each Lender directly affected thereby;
(ii) eliminate or reduce the voting rights of any Lender under this Section 9.1 without the written consent of such Lender; (iii) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Company of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Subsidiary Guarantors from their obligations under the Guarantee and Collateral Agreement or the UK Charge Over Shares, as the case may be, in each case without the written consent of all Lenders; (iv) amend, modify or waive any provision of Section 9.7 without the written consent of all Lenders; and (v) amend, modify or waive any provision of
Section 8 without the written consent of the Administrative Agent and the Collateral Agent and provided, further that no such waiver and no such amendment, supplement or modification with respect to the Guarantee and Collateral Agreement or the UK Charge Over Shares shall be effective unless approved in writing by the Required Lenders and the Required Lenders (as defined in the Other Agreement). Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent, the Collateral Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders, the Administrative Agent and the Collateral Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

9.2 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed as follows in the case of the Borrowers, the Administrative Agent and the Collateral Agent, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto:

The Company or any Borrower:   Aspen Insurance Holdings Limited
                               Victoria Hall
                               11 Victoria Street
                               Hamilton HM 11 Bermuda

                               Attention: Julian Cusack
                               Telecopy:  441-297-9715
                               Telephone: 441-295-8201

Administrative Agent and       Barclays Bank PLC
Collateral Agent:              5 The North Colonnade
                               Canary Wharf
                               London
                               United Kingdom E144BB

                               Attention: Craig Evans, Global Loans Agency
                               Division
                               Telecopy:  +44 20 7773 4893
                               Telephone: +44 20 7773 2262

                                                                         45

provided that any notice, request or demand to or upon the Company, the Administrative Agent, the Collateral Agent or the Lenders shall not be effective until received.

Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

9.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent, the Collateral Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

9.4 Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.

9.5 Payment of Expenses and Taxes. The Borrowers agree (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all its out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to the Administrative Agent and the Collateral Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Company prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent and the Collateral Agent shall deem appropriate, (b) to pay or reimburse each Lender, the Administrative Agent and the Collateral Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent and the Collateral Agent, (c) to pay, indemnify, and hold each Lender, the Administrative Agent and the Collateral Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender, the Administrative Agent and the Collateral Agent and their respective officers, directors, employees, affiliates and agents (each, an "Indemnitee") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including

any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties (provided that such liability was incurred during such time as a Group Member controlled such Properties) and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause
(d), collectively, the "Indemnified Liabilities"), provided, that the Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from the gross negligence or willful misconduct of such Indemnitee. The payments by each Borrower pursuant to this Section 9.5 shall be in accordance with such Borrower's Proportionate Share. Without limiting the foregoing, and to the extent permitted by applicable law, the Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution from any Indemnitee or any other rights of recovery from any Indemnitee with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 9.5 shall be payable not later than 10 Business Days after written demand therefor and shall be accompanied by a statement setting forth in reasonable detail the source of such Indemnified Liability and the amount claimed thereunder. Statements payable by the Company pursuant to this Section 9.5 shall be submitted to Julian Cusack (Telephone No. 441-297-9715) (Telecopy No. 441-295-8201), at the address of the Company set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Company in a written notice to the Administrative Agent. The agreements in this Section 9.5 shall survive repayment of the Loans and all other amounts payable hereunder.

9.6 Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.

(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (none of which may be a Borrower) (each, an "Assignee") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Company, provided that no consent of the Company shall be required for an assignment (1) to a Lender, an affiliate of a Lender or an Approved Fund (as defined below) or, (2) if an Event of Default has occurred and is continuing; and

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's Commitments or Loans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with

respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company and the Administrative Agent otherwise consent, provided that such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire.

For the purposes of this Section 9.6, the term "Approved Fund" has the following meaning:

"Approved Fund" means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this
Section 9.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee's completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c)(i) Any Lender may, without the consent of any Borrower or the Administrative

Agent, sell participations to one or more banks or other entities (a "Participant") in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 9.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13, 2.14 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.8 as though it were a Lender, provided such Participant shall be subject to Section 9.7 as though it were a Lender.

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Company's prior written consent. Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 2.13 unless such Participant complies with Section 2.13(d).

(d) Any Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or grant to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or grant of a security interest; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Lender as a party hereto and, provided, further, that nothing in this paragraph (d) shall be deemed to limit in any way the application of Section 9.6(b) to any assignment of the rights or obligations of such Lender under this Agreement resulting from a foreclosure of any such pledge or security interest.

(e) Each Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above.

9.7 Adjustments. Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders, if any Lender (a "Benefitted Lender") shall receive any payment of all or part of the Obligations owing to it (whether directly from the Borrower, indirectly from any Guarantor pursuant to the Guarantee and Collateral Agreement or from the proceeds of the exercise of any remedies with respect to the Collateral pursuant to the Guarantee and Collateral Agreement or the UK Charge Over Shares or otherwise), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off (whether against any Borrower or any Guarantor), pursuant to events or proceedings of the nature referred to in Section 7(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter

recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

9.8 Set-off. Upon the occurrence and continuation of an Event of Default, in addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to any Borrower, any such notice being expressly waived by each Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by any Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of a Borrower, as the case may be. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

9.9 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Company and the Administrative Agent.

9.10 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9.11 Integration. This Agreement and the other Loan Documents represent the entire agreement of the Borrowers, the Administrative Agent, the Collateral Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, the Collateral Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

9.12 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

9.13 Submission To Jurisdiction; Waivers. Each Borrower, the Administrative Agent, the Collateral Agent and each Lender hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or

proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrowers, as the case may be at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

9.14 Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Collateral Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 9.1) to take any action requested by the Company having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 9.1 or (ii) under the circumstances described in paragraph (b) below.

(b) At such time as the Loans and the other obligations under the Loan Documents shall have been paid in full in cash and the Commitments have been terminated, the Collateral shall cease to secure the Obligations and, if at such time the Other Loans and the other obligations under the Loan Documents (as defined in the Other Credit Agreement) shall have been paid in full in cash and the Other Commitments have been terminated, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Collateral Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

(c) At any such time as a Material Subsidiary ceases to meet the requirements set forth in the definition of Material Subsidiary for two consecutive fiscal quarters of the Company, the Company may, by giving written notice to the Collateral Agent, request a release from the Lien created by the Security Documents of any Pledged Stock issued by such Material Subsidiary, and the Collateral Agent shall (provided that no Event of Default shall have occurred and be continuing) execute all documents reasonably requested by the Company to effect such release and return any certificates representing such Pledged Stock to the Company, without recourse, representation or warranty, provided that no such releases shall be effected less than (a) 30 days following the receipt by the Lenders pursuant to Section 5.1 of the financial statements for the second of such fiscal quarters or (b) 60 days following the receipt by the Collateral Agent of the written notice requesting such release described above.

9.15 Confidentiality. Each of the Administrative Agent, the Collateral Agent and each Lender agrees to keep confidential all non-public information provided to it by any Group Member, the Administrative Agent, the Collateral Agent or any Lender pursuant to or in connection with this Agreement (the "Information"); provided that nothing herein shall prevent the Administrative Agent, the Collateral Agent or any Lender from disclosing any such Information
(a) to the Administrative Agent, the Collateral Agent, any other Lender or any affiliate thereof, (b) subject to an agreement to comply with the provisions of this Section, to any actual or prospective Transferee, (c) to its employees, directors, agents,

attorneys, accountants and other professional advisors or those of any of its affiliates, provided that such parties agree to comply with the provisions of this Section, (d) upon the request or demand of any Governmental Authority, provided that the Administrative Agent, the Collateral Agent or any Lender, as the case may be, requests confidential treatment of such Information to the extent permitted by law, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, provided that the Administrative Agent, the Collateral Agent or any Lender, as the case may be, requests confidential treatment of such Information to the extent permitted by law, (f) if requested or required to do so in connection with any litigation or similar proceeding, provided that (1) the Administrative Agent, the Collateral Agent or any Lender, as the case may be, provides the Company with notice of such event promptly upon obtaining knowledge thereof (provided that the Administrative Agent, the Collateral Agent or any Lender, as the case may be, is not legally prohibited by law from giving such notice) so that the Company may seek a protective order or other appropriate remedy and (2) in the event that such protective order or other remedy is not obtained, the Administrative Agent, the Collateral Agent or any Lender, as the case may be, shall furnish only that portion of the Information that is legally required and shall disclose the Information in a manner reasonably designed to preserve its confidential nature, (g) that has been publicly disclosed other than as a result of (1) disclosure by the Administrative Agent, the Collateral Agent or any Lender in violation of this Agreement or (2) becoming available from a third party which to the knowledge of the Administrative Agent, the Collateral Agent or any Lender, as the case may be, is prohibited from disclosing such information pursuant to a contractual, legal or fiduciary obligation to the Company or a third party, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender's investment portfolio in connection with ratings issued with respect to such Lender, or (i) in connection with the exercise of any remedy hereunder or under any other Loan Document. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. However, any such Information relating to the tax treatment or tax structure is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.

9.16 WAIVERS OF JURY TRIAL. EACH BORROWER, THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

ASPEN INSURANCE HOLDINGS LIMITED, as a
Borrower

By: /s/ JULIAN CUSACK
    ----------------------------------------
    Name:  JULIAN CUSACK
    Title: CHIEF FINANCIAL OFFICER

BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent and as a Lender

By: /s/ DOUGLAS BERNEGGER
    ----------------------------------------
    Name:   DOUGLAS BERNEGGER
    Title:  DIRECTOR

CREDIT LYONNAIS NEW YORK BRANCH,
as a Lender

By: /s/ PETER RASMUSSEN
    ----------------------------------------
    Name:  PETER RASMUSSEN
    Title: FIRST VICE PRESIDENT

CREDIT SUISSE FIRST BOSTON, ACTING
THROUGH ITS CAYMAN ISLANDS BRANCH,
as a Lender

By: /s/ JAY CHALL
    ----------------------------------------
    Name:  JAY CHALL
    Title: DIRECTOR



By: /s/ CHRISTOPHER LALLY
    ----------------------------------------
    Name:  CHRISTOPHER LALLY
    Title: VICE PRESIDENT

ABN AMRO BANK N.V.,
as a Lender

By: /s/ C.A. HEMMENT
    ----------------------------------------
    Name:  C.A. HEMMENT
    Title: MANAGER


By: /s/ P.M. MATTHEWS
    ----------------------------------------
    Name:  P.M. MATTHEWS
    Title: DIRECTOR

DEUTSCHE BANK AG, NEW YORK BRANCH
as a Lender

By: /s/ RUTH LEUNG
    ----------------------------------------
    Name:  RUTH LEUNG
    Title: DIRECTOR


By: /s/ BERNIE CHAVEZ
    ----------------------------------------
    Name:  BERNIE CHAVEZ
    Title: VICE PRESIDENT

LLOYDS TSB BANK PLC,
as a Lender

By: /s/ MICHAEL J. GILLIGAN
    ----------------------------------------
    Name:  MICHAEL J. GILLIGAN
    Title: DIRECTOR FINANCIAL INSTITUTIONS,
           USA


By: /s/ CANDACE BEATO
    ----------------------------------------
    Name:  CANDACE BEATO
    Title: ASSISTANT VICE PRESIDENT

THE BANK OF BERMUDA,
as a Lender

By: /s/ RENEE BRUNSON
----------------------------------------
    Name:  RENEE BRUNSON
    Title: SENIOR RELATIONSHIP MANAGER,
           CORPORATE BANKING

THE BANK OF N.T. BUTTERFIELD & SON LTD.,
as a Lender

By: /s/ ALAN DAY
    -------------------------------------------
    Name:  ALAN DAY
    Title: VICE PRESIDENT

FLEET NATIONAL BANK,
as a Lender

By: /s/ AMY PEDEN
    ----------------------------------------
    Name:  AMY PEDEN
    Title: VICE PRESIDENT

UBS AG, CAYMAN ISLANDS BRANCH
as a Lender

By: /s/ PATRICIA O'KICKI
    ----------------------------------------
    Name:  PATRICIA O'KICKI
    Title: DIRECTOR


By: /s/ LUKE GOLDSWORTHY
    ----------------------------------------
    Name:  LUKE GOLDSWORTHY
    Title: ASSOCIATE DIRECTOR

=====================================================================================================================
CONSOLIDATED LEVERAGE RATIO               FACILITY FEE RATE           APPLICABLE MARGIN        UTILIZATION FEE RATE
                                                (BPS)                       (BPS)                     (BPS)
-------------------------------------- ------------------------- --------------------------- ------------------------
Less than or equal to 10%                        17.5                       42.5                      10.0
-------------------------------------- ------------------------- --------------------------- ------------------------
Less than or equal to 20% but                    20.0                       60.0                      10.0
greater than 10%
-------------------------------------- ------------------------- --------------------------- ------------------------
Less than or equal to 25% but                    22.5                       77.5                      12.5
greater than 20%
-------------------------------------- ------------------------- --------------------------- ------------------------
Greater than 25%                                 25.0                      100.0                      25.0
=====================================================================================================================

For the purposes of the Pricing Grid, changes in the Applicable Margin resulting from changes in the Consolidated Leverage Ratio shall become effective on the date (the "Adjustment Date") that is three Business Days after the date on which financial statements are delivered to the Administrative Agent and each Lender pursuant to Section 5.1 and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified in Section 5.1, then, until the date that is three Business Days after the date on which such financial statements are delivered, the highest rate set forth in each column of the Pricing Grid shall apply. Each determination of the Consolidated Leverage Ratio pursuant to the Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to Section 6.1.

------------------------------------------------------------------------------- --------------------------------------
LENDER                                                                                       COMMITMENT
------                                                                                       ----------

------------------------------------------------------------------------------- --------------------------------------
Barclays Bank PLC                                                                            $26,250,000
------------------------------------------------------------------------------- --------------------------------------
Credit Lyonnais New York Branch                                                              $21,375,000
------------------------------------------------------------------------------- --------------------------------------
Credit Suisse First Boston, acting through its Cayman Islands Branch                         $18,750,000
------------------------------------------------------------------------------- --------------------------------------
ABN Amro Bank, N.V.                                                                          $15,000,000
------------------------------------------------------------------------------- --------------------------------------
Deutsche Bank AG, New York Branch                                                            $15,000,000
------------------------------------------------------------------------------- --------------------------------------
Lloyds TSB Bank plc                                                                          $15,000,000
------------------------------------------------------------------------------- --------------------------------------
The Bank of Bermuda                                                                          $11,250,000
------------------------------------------------------------------------------- --------------------------------------
The Bank of N.T. Butterfield & Son Ltd.                                                      $11,250,000
------------------------------------------------------------------------------- --------------------------------------
Fleet National Bank                                                                          $11,250,000
------------------------------------------------------------------------------- --------------------------------------
UBS AG, Cayman Islands Branch                                                                 $4,875,000
                                                                                            ------------
------------------------------------------------------------------------------- --------------------------------------
                                    TOTAL                                                   $150,000,000
                                                                                            ============
------------------------------------------------------------------------------- --------------------------------------

SCHEDULE 3.4

1. Consent of the HM Treasury pursuant to Section 765 of the Income and Corporation Taxes Act 1988, which consent has been obtained.

2. Filing and Registration of the Guarantee and Collateral Agreement with the Registrar of Companies in the United Kingdom, which filing and registration is being performed by the London office of Simpson Thacher and Bartlett LLP, UK counsel to the Collateral Agent, and must be completed within 21 days of the Closing Date.

3. Registration of the Guarantee and Collateral Agreement with the Registrar of Companies in Bermuda, which registration is being performed by Appleby Spurling & Kempe, Bermuda counsel to the Company, and will be completed upon the filing of an executed original copy of the document.

4. Registration of the Share Charge with the Registrar of Companies in Bermuda, which registration is being performed by Appleby Spurling & Kempe, Bermuda counsel to the Company, and will be completed upon the filing of an executed original copy of the document.

1. Sections 8.1 and 8.1.2 of the Subscription and Shareholders Agreement, dated May 28, 2002, as amended, between Exali Reinsurance Holdings Limited, BCP Excalibur Holdco (Cayman) Limited and Others, Paul Myners, Chris O'Kane and Others and Wellington Underwriting PLC provides as follows:

"8. MATTERS REQUIRING CONSENT

8.1 Each of the Managers, the Investors, the Independent Investor and the Wellington Entities agrees that the following acts, unless required by this Agreement, shall not be carried out without the written consent of the holders of at least the Relevant Percentage at the time of the voting power of Ordinary Shares (taking into account the provisions of Bye-Laws 136 and 137 of the Bye-Laws) in issue and they shall each use their respective rights and powers as a director, shareholder or otherwise to procure so far as he, she or it is able that no such act is carried out unless such consent has been given:

8.1.2 the incurring by the Company of any borrowing or any other indebtedness or liability in the nature of borrowing in excess of
(pound)50 million individually or (pound)200 million in the aggregate at any one time outstanding other than in relation to

policy claims in the ordinary course of trading;"

2. Sections 31 and 31.1.1 of the Articles of Association of Aspen Insurance UK Services Limited provide as follows:

"31. The following matters shall not be carried out without the prior written consent of the shareholders of the Company:

31.1.2 the incurring by the Company of any borrowing or any other indebtedness or liability in the nature of borrowing in excess of
(pound)50 million individually or (pound)200 million in the aggregate at any one time outstanding other than in relation to policy claims in the ordinary course of trading."

In addition, Section 31 of the Articles of Association requires that to the extent consent is required under Section 31, the consent of the shareholders of Aspen Insurance Holdings Limited be obtained in accordance with the terms of the Bye-laws of Aspen Insurance Holdings Limited.

----------------------------------------------------------------------------------------------------------------------
                                          JURISDICTION OF               CAPITAL STOCK                SUBSIDIARY
            SUBSIDIARY                     INCORPORATION                     OWNED                   GUARANTOR
------------------------------------ --------------------------- ---------------------------- ------------------------
Aspen Insurance Limited                       Bermuda                       None                        No
------------------------------------ --------------------------- ---------------------------- ------------------------
Aspen Insurance UK Limited               England and Wales                  None                        No
------------------------------------ --------------------------- ---------------------------- ------------------------
                                                                 100% of the Capital Stock
Aspen UK Holdings Limited                England and Wales       of Aspen U.S. Holdings, Inc.           Yes
------------------------------------ --------------------------- ---------------------------- ------------------------
Aspen Insurance UK Services Limited      England and Wales                  None                        Yes
------------------------------------ --------------------------- ---------------------------- ------------------------
Aspen U.S. Holdings, Inc.                 U.S. - Delaware        100% of the Capital Stock              Yes
                                                                 of Aspen Specialty
                                                                 Insurance Management Inc.
                                                                 and Aspen Insurance U.S.
                                                                 Services Inc.
------------------------------------ --------------------------- ---------------------------- ------------------------
Aspen Specialty Insurance               U.S. - Massachusetts                None                        Yes
Management, Inc.
------------------------------------ --------------------------- ---------------------------- ------------------------
Aspen Insurance U.S. Services Inc.        U.S. - Delaware                   None                        Yes
------------------------------------ --------------------------- ---------------------------- ------------------------

SCHEDULE 6.2(d)

1. LETTERS OF CREDIT PURSUANT TO BARCLAYS FACILITY - Pursuant to the terms of a letter of credit facility between Aspen Insurance UK Limited (formerly Wellington Reinsurance Limited) ("AIUK") and Barclays Bank PLC ("Barclays"), Barclays provides (pound)60,000,000 for the issuance of letters of credit. Currently, letters of credit in the aggregate amount of $75,000,000 or
(pound)47,500,000 are issued and outstanding pursuant to the facility. The facility will terminate on June 16, 2004 and the letters of credit will expire in December 2003 and January 2005.

2. BARCLAYCARD FACILITY - facility in an amount of up to (pound)275,000 provided by Barclays to AIUK to be used for employee expense reimbursement.

3. BARCLAYS BANKERS AUTOMATED CLEARING SYSTEMS (BACS) FACILITY - short-term overdraft facility in an amount of (pound)700,000 provided by Barclays to AIUK.

4. BARCLAYS SPOT AND FORWARD EXCHANGE TRANSACTIONS (SFET) FACILITY - the SFET facility covers the maximum liability of Aspen Insurance UK Limited to Barclays outstanding at any time under contracts of not more than 12 months duration for the forward purchase or sale of foreign currencies for delivery at a future date and spot purchase or sale of foreign currencies. The outstanding amount of purchases and sales made pursuant to the facility and the settlement risk for any such purchases and sales may not exceed (pound)5,000,000 at any one time.

5. LETTERS OF CREDIT PURSUANT TO CITIBANK FACILITIES - AIUK is currently party to two separate letter of credit facilities with Citibank, N.A. ("Citibank"), the London Market Letter of Credit Scheme and the Insurance Letters of Credit Master Agreement, each entered into as of November 13, 2002. Currently, letters of credit in an aggregate amount of approximately $12,530,000 have been issued and are outstanding pursuant to the London Market Letter of Credit Scheme.

SCHEDULE 6.6

1. Charge created in favor of Barclays Bank PLC ("Barclays") pursuant to Memorandum of Deposit and Charge, made as of July 22, 2002, between Aspen Insurance UK Limited (formerly Wellington Reinsurance Limited) ("AIUK") and Barclays to secure all obligations of AIUK due and owing to Barclays. The property charged includes all Barclays Global Investors Fund securities in the possession of Barclays which are now or may from time to time be deposited with Barclays or its trustees or nominee by AIUK or on its behalf (the "Securities"), any securities transferred by AIUK in substitution for or in addition to such Securities and any bonus stock or shares or other new securities of a similar nature which may be issued in respect of any of the Securities and all dividends and interest and all rights, moneys or property accruing or offered at any time by way of redemption, bonus, preference, option or otherwise in respect of the Securities and all rights, claims and privileges for the time being vested in AIUK in respect of any Securities (including, without limitation, any rights or claims in relation to Securities held or deposited in any securities clearing system in any part of the world).

2. Charge created in favor of Citibank, N.A. ("Citibank") pursuant to the Deposit Agreement, dated November 13, 2002 (the "Deposit Agreement"), between AIUK and Citibank to secure all obligations under any agreement to establish a letter of credit or similar instruments or on any other account whatsoever. The charged property includes all monies standing to the credit of the accounts described in the Deposit Agreement.

3. Charge created in favor of Citibank pursuant to the Security Agreement, dated November 13, 2002, between AIUK and Citibank to secure all obligations under any custodial services agreement in place between Citibank and AIUK pursuant to which Citibank arranges for letters of credit or similar instruments or on any other account whatsoever. The charged property includes all securities held by or under the control or direction of Citibank, all securities held by any clearance system on behalf of or for the account of Citibank, all rights, benefits and proceeds attaching to, or arising from, or in respect of, any of the securities, all sums of money standing to the credit of any account opened or maintained by Citibank for AIUK and all sums of money standing to the credit of any account opened or maintained by any clearance system for AIUK under the direction or control of Citibank.

4. Lien created in favor of Citibank pursuant to the Custody Agreement, dated as of November 1, 2002 (the "Custody Agreement"), between AIUK and Citibank as security for all liabilities of AIUK to Citibank under the Custody Agreement. Lien covers all financial assets (other than cash or cash equivalents) held by Citibank pursuant to the terms of the Custody Agreement.

EXHIBIT A

GUARANTEE AND COLLATERAL AGREEMENT

made by

ASPEN INSURANCE HOLDINGS LIMITED

and certain of its Subsidiaries

in favor of

BARCLAYS BANK PLC,

as Collateral Agent

Dated as of August 29, 2003

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----


Section 1.         DEFINED TERMS                                               2

      1.1   Definitions........................................................2
      1.2   Other Definitional Provisions......................................3

Section 2.         Guarantee                                                   3

      2.1   Guarantee..........................................................3
      2.2   Right of Contribution..............................................4
      2.3   No Subrogation.....................................................4
      2.4   Amendments, etc. with respect to any Borrower Obligations..........4
      2.5   Guarantee Absolute and Unconditional...............................5
      2.6   Reinstatement......................................................5
      2.7   Payments...........................................................6

Section 3.         GRANT OF SECURITY INTEREST                                  6


Section 4.         REPRESENTATIONS AND WARRANTIES                              6

      4.1   Title; No Other Liens..............................................6
      4.2   Perfected First Priority Liens.....................................7
      4.3   Jurisdiction of Organization; Chief Executive Office...............7
      4.4   Pledged Stock......................................................7

Section 5.         COVENANTS                                                   7

      5.1   Delivery of Certificated Securities................................7
      5.2   Maintenance of Perfected Security Interest; Further Documentation..7
      5.3   Changes in Locations, Name, etc....................................8
      5.4   Notices............................................................8
      5.5   Pledged Stock......................................................8

Section 6.         REMEDIAL PROVISIONS                                         9

      6.1   Pledged Stock......................................................9
      6.2   Proceeds to be Turned Over To Collateral Agent....................10
      6.3   Application of Proceeds...........................................10
      6.4   Code and Other Remedies...........................................11
      6.5   Deficiency........................................................12
      6.6   Limitation of Rights..............................................12

Section 7.         THE COLLATERAL AGENT                                       12

      7.1   Collateral Agent's Appointment as Attorney-in-Fact, etc...........12


                                       i

      7.2   Execution of Financing Statements.................................14
      7.3   Duty of Collateral Agent..........................................14
      7.4   Authority of Collateral Agent.....................................14

Section 8.         MISCELLANEOUS                                              15

      8.1   Amendments in Writing.............................................15
      8.2   Notices...........................................................15
      8.3   No Waiver by Course of Conduct; Cumulative Remedies...............15
      8.4   Enforcement Expenses; Indemnification.............................15
      8.5   Successors and Assigns............................................15
      8.6   Set-Off...........................................................16
      8.7   Counterparts......................................................16
      8.8   Severability......................................................16
      8.9   Section Headings..................................................16
      8.10  Integration.......................................................16
      8.11  GOVERNING LAW.....................................................16
      8.12  Submission To Jurisdiction; Waivers...............................17
      8.13  Acknowledgements..................................................17
      8.14  Additional Guarantor and Grantors.................................17
      8.15  Releases..........................................................18
      8.16  WAIVER OF JURY TRIAL..............................................18


SCHEDULES
---------

Schedule 1  Pledged Stock
Schedule 2  Jurisdictions of Organization and Chief Executive Offices
Schedule 3  Perfection Matters


ANNEXES
-------

Annex 1     Form of Acknowledgment and Consent
Annex 2     Form of Assumption Agreement
Annex 3     Form of Joinder Agreement

GUARANTEE AND COLLATERAL AGREEMENT

GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 29, 2003, made by each of the signatories hereto and any other entity that may become a party hereto as provided herein (each herein called a "Guarantor" and/or a "Grantor" in accordance with the definitions set forth in Section 1.1(b) below), in favor of BARCLAYS BANK PLC, as Collateral Agent (in such capacity, the "Collateral Agent") for (a) the Administrative Agent (as defined therein) and the banks and other financial institutions or entities (the "364-Day Lenders") from time to time parties to the 364-Day Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or otherwise modified from time to time, the "364-Day Credit Agreement"), among ASPEN INSURANCE HOLDINGS LIMITED (the "Company"), the Subsidiary Borrowers (as defined therein) (together with the Company, the "Borrowers"), the 364-Day Lenders, Credit Lyonnais New York Branch, as Documentation Agent, and Barclays Bank PLC, as Administrative Agent and Collateral Agent and (b) the Administrative Agent (as defined therein) and the banks and other financial institutions or entities (the "3-Year Lenders" and together with the 364-Day Lenders, the "Lenders") from time to time parties to the 3-Year Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or otherwise modified from time to time, the "3-Year Credit Agreement" and together with the 364-Day Credit Agreement, the "Credit Agreements"), among the Company, the Borrowers, the Lenders, Credit Lyonnais New York Branch, as Documentation Agent, and Barclays Bank PLC, as Administrative Agent and Collateral Agent.

WHEREAS, pursuant to the Credit Agreements, the Lenders have severally agreed to make loans to the Company and any other Borrowers upon the terms and subject to the conditions set forth therein;

WHEREAS, the Company and each other Borrower is a member of an affiliated group of companies that includes the Guarantors and the Grantors;

WHEREAS, the proceeds of the loans under the Credit Agreements will be used in part to enable the Company and the other Borrowers to make valuable transfers to one or more of the Guarantors and other Grantors in connection with the operation of their respective businesses;

WHEREAS, the Company, the other Borrowers, the Guarantors and the Grantors are engaged in related businesses, and each Grantor and each Guarantor will derive substantial direct and indirect benefit from the making of the loans under the Credit Agreements; and

WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective loans under the Credit Agreements that the Guarantors and the Grantors shall have executed and delivered this Agreement to the Collateral Agent for the benefit of the Administrative Agents and the Lenders;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agents and the Lenders to enter into the Credit Agreements and to induce the Lenders to make their respective loans to the Company and any other Borrowers thereunder, each Guarantor and each Grantor hereby agrees with the Collateral Agent, for the benefit of the Administrative Agents and the Lenders, as follows:

SECTION 1. DEFINED TERMS

1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreements and used herein shall have the meanings given to them in the Credit Agreements, and the following term is used herein as defined in the New York UCC: Certificated Security.

(a) The following terms shall have the following meanings:

"Agreement": this Guarantee and Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

"Borrower Obligations": the collective reference to the unpaid principal of and interest on the Loans and all other obligations and liabilities of each Borrower (including, without limitation, interest accruing at the then applicable rate provided in the applicable Credit Agreement after the maturity of the Loans thereunder and interest accruing at the then applicable rate provided in the applicable Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Collateral Agent, either Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, either Credit Agreement, this Agreement, the other Loan Documents or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agents or to the Lenders that are required to be paid by a Borrower pursuant to the terms of any of the foregoing agreements).

"Collateral": as defined in Section 3.

"Collateral Account": any collateral account established by the Collateral Agent as provided in Section 6.2.

"Grantor": each of the signatories hereto and any other entity that may become a party hereto as provided herein that, in any case, is the owner of shares of the Capital Stock of a Material Subsidiary that is required to be pledged hereunder pursuant to the terms of this Agreement or either Credit Agreement.

"Guarantor Obligations": with respect to any Guarantor, all obligations and liabilities of such Guarantor which now or hereafter may arise under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agents or to the Lenders that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document).

"Guarantors": each of the signatories hereto and any other entity that may become a party hereto as provided herein, including each Borrower and each Subsidiary of the Company which is not an Insurance Subsidiary, provided, that no Borrower shall be a Guarantor with respect to any Borrower Obligations of such Borrower.

"New York UCC": the Uniform Commercial Code as from time to time in effect in the State of New York.

"Obligations": (i) in the case of each Borrower, the Borrower Obligations of such Borrower and (ii) in the case of each Guarantor, its Guarantor Obligations.

"Pledged Stock": the shares of Capital Stock listed on Schedule 1, together with any warrants, rights or options to purchase such Capital Stock of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect.

"Pledged Material Subsidiary": any Material Subsidiary the Capital Stock of which owned by the Company and its Subsidiaries is required to be pledged hereunder pursuant to the terms of either Credit Agreement.

"Proceeds": all "proceeds" as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Pledged Stock, collections thereon or distributions or payments with respect thereto.

"Securities Act": the Securities Act of 1933, as amended.

1.2 Other Definitional Provisions. (a) The words "hereof," "herein", "hereto" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor's Collateral or the relevant part thereof.

SECTION 2. Guarantee

2.1 Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Collateral Agent, for the benefit of the Administrative Agents, the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by any Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of any Borrower Obligations.

(b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Requirements of Law relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2).

(c) Each Guarantor agrees that any Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this
Section 2 or affecting the rights and remedies of the Collateral Agent, either Administrative Agent or any Lender hereunder.

(d) The guarantee contained in this Section 2 shall remain in full force and effect until all Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of either Credit Agreement any Borrower may be free from any Borrower Obligations.

(e) No payment made by any Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Collateral Agent or any Lender from such Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder for Borrower Obligations, which Guarantor shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of any Borrower Obligations or any payment received or collected from the Company or any Subsidiary Borrower in respect of any Borrower Obligations), remain liable for any Borrower Obligations up to the maximum liability of such Guarantor hereunder until any Borrower Obligations are paid in full and the Commitments are terminated.

2.2 Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor's right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Collateral Agent, the Administrative Agents and the Lenders, and each Guarantor shall remain liable to the Collateral Agent, the Administrative Agents and the Lenders for the full amount guaranteed by such Guarantor hereunder.

2.3 No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Collateral Agent, either Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Collateral Agent, either Administrative Agent or any Lender against any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Collateral Agent, either Administrative Agent or any Lender for the payment of any Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agents and the Lenders by any Borrower on account of any Borrower Obligations are paid in full and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full and the Commitments terminated, such amount shall be held by such Guarantor in trust for the Collateral Agent, for the benefit of the Administrative Agents and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Agent, if required), to be applied against any Borrower Obligations, whether matured or unmatured, in the order specified in Section 6.3.

2.4 Amendments, etc. with respect to any Borrower Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by the Collateral Agent, either Administrative Agent or any Lender may be rescinded by the Collateral Agent, such Administrative Agent or such Lender and any Borrower Obligations continued, and any Borrower Obligations, or the liability of any other Person upon or for any part thereof,

or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent, either Administrative Agent or any Lender, and the Credit Agreements and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the applicable Administrative Agent (or the applicable Required Lenders or all applicable Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent, either Administrative Agent or any Lender for the payment of any Borrower Obligations may be sold, exchanged, waived, surrendered or released. Subject to the provisions of Section 7.3, neither the Collateral Agent, either Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for any Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

2.5 Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Collateral Agent, either Administrative Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; any Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between any Borrower and any of the Guarantors, on the one hand, and the Collateral Agent, the Administrative Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Guarantors with respect to any Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of either Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, either Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower or any other Person against the Collateral Agent, either Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for its Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent or either Administrative Agent may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the defaulting Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for any Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or either Administrative Agent to make any such demand, to pursue such other rights or remedies or to collect any payments from the defaulting Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent, either Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

2.6 Reinstatement. The guarantee contained in this Section 2 shall continue to be

effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent, either Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

2.7 Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Collateral Agent without set-off or counterclaim in Dollars at 5 The North Colonnade Canary Wharf, London, United Kingdom E144BB, Attention:
Craig Evans, Global Loan Agency.

SECTION 3. GRANT OF SECURITY INTEREST

Each Grantor hereby assigns and transfers to the Collateral Agent, and hereby grants to the Collateral Agent, for the benefit of the Administrative Agents and the Lenders, a security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the "Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of (i) in the case of any Grantor which is a Guarantor, its Guarantor Obligations and (ii) in any other case, the Borrower Obligations:

(a) all Capital Stock owned by such Grantor in each Person that, at any time, is a Material Subsidiary of the Company and is required to be pledged in accordance with the terms of the Credit Agreements and this Guarantee and Collateral Agreement;

(b) to the extent not otherwise included, all Proceeds of any and all of the foregoing.

For the avoidance of doubt, Collateral shall not include any Capital Stock of an Insurance Subsidiary which may not in accordance with applicable law be pledged because, despite the best efforts of the Company or the holder of such Capital Stock, the consents or approvals of any insurance commission or Governmental Authority necessary for the creation of the security interest in such Capital Stock were not obtained.

Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum amount secured hereunder and under the other Loan Documents by Liens created by any Grantor which is not a Borrower or a Guarantor shall in no event exceed the amount which can be secured by such Grantor under applicable Requirements of Law relating to the insolvency of debtors.

SECTION 4. REPRESENTATIONS AND WARRANTIES

To induce the Collateral Agent, the Administrative Agents and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to any Borrower thereunder, each Grantor hereby represents and warrants to the Collateral Agent, the Administrative Agents and each Lender that:

4.1 Title; No Other Liens. Except for the security interest granted to the Collateral Agent for the benefit of the Administrative Agents and the Lenders, pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreements, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others other than restrictions on transferability of the Capital Stock imposed by applicable securities laws and restrictions on transferability and the

exercise of control of the Capital Stock of any Insurance Subsidiary imposed by applicable Requirements of Law. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Collateral Agent, for the benefit of the Administrative Agents and the Lenders, pursuant to this Agreement or as are permitted by the Credit Agreements.

4.2 Perfected First Priority Liens. The security interests granted pursuant to this Agreement upon the delivery to the Collateral Agent of the certificates representing the Pledged Stock, the filing of the UCC financing statements specified on Schedule 3 in the applicable filings offices and any other filing and registration requirements pursuant to the applicable law of the jurisdiction in which an issuer of Pledged Stock or the Grantor, is organized constitute valid perfected security interests in all of the Collateral in favor of the Collateral Agent, for the benefit of the Administrative Agents and the Lenders, as collateral security for the Borrower Obligations or the applicable Guarantor Obligations, as the case may be, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor.

4.3 Jurisdiction of Organization; Chief Executive Office. On the date hereof, such Grantor's jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of such Grantor's chief executive office or sole place of business or principal residence, as the case may be, are specified on Schedule 2. Such Grantor has furnished to the Collateral Agent a certified charter, certificate of incorporation or other organization document and long-form good standing certificate as of a date which is recent to the date hereof.

4.4 Pledged Stock. (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of the Material Subsidiary which is the issuer of such Pledged Stock owned by such Grantor.

(b) All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable.

(c) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Capital Stock pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any restrictions on transferability imposed by applicable securities laws and restrictions on transferability of the Capital Stock, and the exercise of control, of any Insurance Subsidiary imposed by applicable Requirements of Law.

SECTION 5. COVENANTS

Each Grantor covenants and agrees with the Collateral Agent, the Administrative Agents and the Lenders that, from and after the date of this Agreement until the Obligations shall have been paid in full and the Commitments shall have terminated:

5.1 Delivery of Certificated Securities. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Certificated Security, such Certificated Security shall be immediately delivered to the Collateral Agent, duly indorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement.

5.2 Maintenance of Perfected Security Interest; Further Documentation.
(a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in
Section 4.2 and shall defend such security interest against the

claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral.

(b) Such Grantor will furnish to the Collateral Agent, the Administrative Agents and the Lenders from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail.

(c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Pledged Stock, taking any actions necessary to enable the Collateral Agent to obtain "control" (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

5.3 Changes in Locations, Name, etc. Such Grantor will not, except upon 15 days' prior written notice to the Collateral Agent and delivery to the Collateral Agent of all additional executed financing statements and other documents reasonably requested by the Collateral Agent to maintain the validity, perfection and priority of the security interests provided for herein:

(i) change its jurisdiction of organization or the location of its chief executive office or sole place of business or principal residence from that referred to in Section 4.3; or

(ii) change its name.

5.4 Notices. Such Grantor will advise the Collateral Agent and the Lenders promptly, in reasonable detail, of any Lien (other than security interests created hereby or Liens permitted under the Credit Agreements) on any of the Collateral which would adversely affect the ability of the Collateral Agent to exercise any of its remedies hereunder.

5.5 Pledged Stock. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), warrant, option or rights in respect of the Capital Stock of any Pledged Material Subsidiary, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Collateral Agent, the Administrative Agents and the Lenders, hold the same in trust for the Collateral Agent for the benefit of the Administrative Agents and the Lenders and deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by such Grantor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Borrower Obligations or the applicable Guarantor Obligations, as the case may be. In case any distribution of capital shall be made on or in respect of the Pledged Stock of any Grantor or any property shall be distributed upon or with respect to the Pledged Stock of any Grantor pursuant to the recapitalization or reclassification of the capital of any Pledged Material Subsidiary or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, be delivered to the Collateral Agent to be held

by it hereunder as additional collateral security for such Obligations. If any sums of money or property so paid or distributed as described in the immediately preceding sentence, in respect of the Pledged Stock of any Grantor shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Collateral Agent for the benefit of the Administrative Agents and the Lenders, segregated from other funds of such Grantor, as additional collateral security for such Obligations.

(b) Without the prior written consent of the Collateral Agent, such Grantor will not, except as permitted pursuant to the terms of the Credit Agreements, (i) vote to enable, or take any other action to permit, any Pledged Material Subsidiary to issue any Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Capital Stock of any nature of any Pledged Material Subsidiary, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Stock or Proceeds thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Stock or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking (other than the Credit Agreements and this Agreement) restricting the right or ability of such Grantor or the Collateral Agent to sell, assign or transfer any of the Pledged Stock or Proceeds thereof.

(c) Each Grantor which is a Pledged Material Subsidiary agrees that
(i) it will be bound by the terms of this Agreement and the Credit Agreements relating to the Capital Stock issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.5(a) with respect to the Pledged Stock issued by it and (iii) the terms of Sections 6.1(c) shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.1(c) with respect to the Pledged Stock issued by it.

SECTION 6. REMEDIAL PROVISIONS

6.1 Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent's intent to exercise its corresponding rights pursuant to Section 6.1(b), each Grantor shall be permitted to receive all cash dividends and other distributions (excluding any distributions set forth in Section 5.5(a)) paid in respect of the Pledged Stock in the normal course of business of the relevant Pledged Material Subsidiary and consistent with past practice, to the extent permitted in the Credit Agreements, and to exercise all voting and corporate or other organizational rights with respect to the Pledged Stock; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Collateral Agent's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of either Credit Agreement, this Agreement or any other Loan Document.

(b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Stock and make application thereof to the Borrower Obligations or the applicable Guarantor Obligations, as the case may be, in the order specified in Section 6.3, and (ii) to the extent permitted by applicable Requirements of Law, any or all of the Pledged Stock shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise
(x) all voting, corporate and other rights pertaining to such Pledged Stock at any meeting of shareholders of the relevant Pledged Material

Subsidiary or Pledged Material Subsidiaries and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Pledged Material Subsidiary, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(c) Each Grantor hereby authorizes and instructs each Material Subsidiary which is the issuer of any Capital Stock pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and that the Collateral Agent, on behalf of the Lenders, is executing rights and remedies granted to them under this Agreement, and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that such Material Subsidiary shall be fully protected in so complying, and (ii) upon the occurrence and continuance of an Event of Default and notice from the Collateral Agent that the Collateral Agent, on behalf of the Administrative Agents and the Lenders, is executing rights and remedies granted to them under this Agreement unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Stock directly to the Collateral Agent.

6.2 Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Collateral Agent for the benefit of the Administrative Agents and the Lenders, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent from a Grantor who is not a Guarantor hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control and all proceeds received by the Collateral Agent from a Grantor who is a Guarantor hereunder shall be held by the Collateral Agent in a separate Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in any Collateral Account (or by such Grantor in trust for the Collateral Agent for the benefit of the Administrative Agents and the Lenders) shall continue to be held as collateral security for the Borrower Obligations or the applicable Guarantor Obligations, as the case may be, and shall not constitute payment thereof until applied as provided in Section 6.3.

6.3 Application of Proceeds. (a) At any time when an Event of Default shall have occurred and be continuing, the Collateral Agent may apply all or any part of Proceeds constituting Collateral the security interest in which was granted by a Grantor who is not a Guarantor, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Borrower Obligations in the following order:

First, to pay incurred and unpaid fees and expenses of the Collateral Agent and the Administrative Agents under the Loan Documents, pro rata among them in according to the amounts thereof then due and owing;

Second, to the Administrative Agents, for application by them towards payment of amounts then due and owing and remaining unpaid in respect of the Borrower Obligations, pro rata among the Lenders, according to the amounts of the Borrower Obligations then due and owing and remaining unpaid to the Lenders; and

Third, any balance of such Proceeds remaining after the Borrower Obligations shall have been paid in full and the Commitments shall have terminated shall be paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same.

(b) At any time when an Event of Default shall have occurred and be continuing, the Collateral Agent may apply all or any part of Proceeds constituting Collateral the security interest in which was granted by a Grantor who is a Guarantor, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of its Guarantor Obligations in the following order:

First, to pay incurred and unpaid fees and expenses of the Collateral Agent and the Administrative Agents under the Loan Documents, pro rata among them in according to the amounts thereof then due and owing;

Second, to the Administrative Agents, for application by them towards payment of amounts then due and owing and remaining unpaid in respect of the Guarantor Obligations, pro rata among the Lenders, according to the amounts of the Guarantor Obligations then due and owing and remaining unpaid to the Lenders; and

Third, any balance of such Proceeds remaining after the Guarantor Obligations shall have been paid in full and the Commitments shall have terminated shall be paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same.

6.4 Code and Other Remedies. If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Administrative Agents and the Lenders, may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels, at any office of the Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, either Administrative Agent or any Lender shall have the right to the extent permitted by law, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent, the Administrative Agents and the Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in the order specified in Section 6.3, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law,

including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent, either Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 Business Days before such sale or other disposition.

Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act, applicable state securities laws or the securities laws of any applicable jurisdiction, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may result in prices and other terms less favorable than if such sale were a public sale. The Lenders understand and agree that this Agreement contains no provision requiring that any Grantor cause the Pledged Stock pledged by it to be registered under the Securities Act or any other applicable securities laws in connection with a sale thereof by the Collateral Agent pursuant to an exercise of its remedies provided for herein.

6.5 Deficiency. Each Grantor which is a Borrower or a Guarantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Borrower Obligations or the applicable Guarantor Obligations, as the case may be, and the fees and disbursements of any attorneys employed by the Collateral Agent, either Administrative Agent or any Lender to collect such deficiency.

6.6 Limitation of Rights. (a) Notwithstanding any other term or condition contained herein, the Collateral Agent recognizes that it may not exercise any of the rights or powers described herein with respect to the ownership, transfer, sale or voting of Collateral consisting of Pledged Stock of any Insurance Subsidiary, including the foreclosure upon or sale or transfer of such Collateral, unless and until the Collateral Agent (and, in the case of a sale of such Collateral, the purchaser thereof) has complied with the filing requirements of all Requirements of Law regulating the acquisition of voting securities or control of an Insurance Subsidiary, and the acquisition of such Collateral and control of the Insurance Subsidiary which is the issuer thereof by the Collateral Agent (or by the purchaser in any such sale) has been duly approved to the extent required by and in accordance with all such laws.

(b) Upon the occurrence and during the continuance of an Event of Default, any Borrowers and the Grantors (i) will take such actions as the Collateral Agent, on behalf of the Administrative Agents and the Lenders, may reasonably request in obtaining approval of the relevant insurance commission or other Governmental Authority, if required, for any action or transaction contemplated by this Agreement and (ii) in the case of any Pledged Material Subsidiary organized under the laws of Bermuda, to cause the board of directors of the Grantor of a Lien on the Capital Stock of such Pledged Material Subsidiary to approve any transfer or sale of the Pledged Stock issued thereby to the Collateral Agent (or, in the case of a sale of the Collateral, the purchaser thereof) upon obtaining any necessary approvals from each Governmental Authority required pursuant to all applicable Requirements of Law.

SECTION 7. THE COLLATERAL AGENT

7.1 Collateral Agent's Appointment as Attorney-in-Fact, etc. (a) Subject to the last sentence of this Section 7.1(a), each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of

such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due with respect to any other Collateral whenever payable;

(ii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

(iii) execute, in connection with any sale provided for in Section 6.4, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

(iv) (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (4) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (5) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate; and
(6) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and such Grantor's expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's, the Administrative Agents' and the Lenders' security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this Section 7.1(a) to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) unless an Event of Default shall have occurred and be continuing and, if the rights to be exercised relate to the Capital Stock of an Insurance Subsidiary, unless all necessary filings and approvals, if any, described in Section 6.6 have been made and obtained.

(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement to the extent permitted by applicable law.

(c) The expenses of the Collateral Agent incurred in connection with actions

undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due ABR Loans under either Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.

(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

7.2 Execution of Financing Statements. Pursuant to any applicable law, each Grantor authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Collateral Agent determines appropriate to perfect the security interests of the Collateral Agent under this Agreement. Each Grantor hereby ratifies and authorizes the filing by the Collateral Agent of any financing statement with respect to the Collateral made prior to the date hereof.

7.3 Duty of Collateral Agent. The Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, either Administrative Agent any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent, for the benefit of the Administrative Agents and the Lenders, hereunder are solely to protect the Collateral Agent's, the Administrative Agents and the Lenders' interests in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative Agents and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

7.4 Authority of Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as among the Collateral Agent, the Administrative Agents and the Lenders, be governed by the Credit Agreements and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Administrative Agents and the Lenders with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

SECTION 8. MISCELLANEOUS

8.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 9.1 of the Credit Agreements.

8.2 Notices. All notices, requests and demands to or upon the Collateral Agent or any Guarantor or Grantor hereunder shall be effected in the manner provided for in Section 9.2 of the Credit Agreements; provided that any such notice, request or demand to or upon any Guarantor or Grantor shall be addressed to such Guarantor or Grantor c/o the Company at the Company's notice address set forth on Schedule 9.2 of the Credit Agreements.

8.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Collateral Agent, either Administrative Agent nor any Lender shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent, either Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent, either Administrative Agent or any Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Collateral Agent, either Administrative Agent or such Lender would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

8.4 Enforcement Expenses; Indemnification. (a) Each Guarantor jointly and severally agrees to pay or reimburse the Collateral Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Collateral Agent.

(b) Each Guarantor jointly and severally agrees to pay, and to save the Collateral Agent harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

(c) Each Guarantor jointly and severally agrees to pay, and to save the Collateral Agent harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent any Borrowers would be required to do so pursuant to Section 9.5 of the Credit Agreements.

(d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreements and the other Loan Documents.

8.5 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Guarantor and each Grantor and shall inure to the benefit of the Collateral Agent, the Administrative Agents and the Lenders and their successors and assigns permitted pursuant to the terms

of the Credit Facilities; provided that no Guarantor or Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent.

8.6 Set-Off. Each Guarantor hereby irrevocably authorizes the Collateral Agent, each Administrative Agent and each Lender at any time and from time to time upon the occurrence and continuation of an Event of Default pursuant to Section 7(a) of the Credit Agreements, without notice to such Guarantor or Grantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Collateral Agent, such Administrative Agent or such Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Collateral Agent, such Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such Guarantor to the Collateral Agent, such Administrative Agent or such Lender hereunder and claims of every nature and description of the Collateral Agent, such Administrative Agent or such Lender against such Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Collateral Agent, such Administrative Agent, or such Lender may elect, whether or not the Collateral Agent, either Administrative Agent or any Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Collateral Agent, each Administrative Agent and each Lender shall notify such Guarantor promptly of any such set-off and the application made by the Collateral Agent, such Administrative Agent or such Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Collateral Agent, each Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off), which the Collateral Agent, such Administrative Agent or such Lender may have. Any amounts received by the Lenders through the exercise of the rights of set-off provided for in this Section 8.6 shall be subject to the sharing requirements of Section 9.7 of the Credit Agreements to which each Guarantor hereby expressly consents.

8.7 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

8.8 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.9 Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

8.10 Integration. This Agreement and the other Loan Documents represent the agreement of the Guarantors, the Grantors, the Collateral Agent, the Administrative Agents and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Collateral Agent, either Administrative Agent or any Lender relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.

8.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY,

AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

8.12 Submission To Jurisdiction; Waivers. The Collateral Agent, each Administrative Agent, each Lender, each Guarantor and each Grantor hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) in the case of each Guarantor and each Grantor, agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor or Grantor at its address referred to in Section 8.2 or at such other address of which the Collateral Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

8.13 Acknowledgements. Each Guarantor and each Grantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(b) neither the Collateral Agent, either Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Guarantor or Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Guarantors or Grantors, on the one hand, and the Collateral Agent, the Administrative Agents and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Guarantors and the Grantors and the Lenders.

8.14 Additional Guarantor and Grantors. Each Subsidiary of the Company that is required to become a Grantor or a Guarantor under this Agreement pursuant to Section 5.4 or Section 5.10, as the case may be, of either Credit Agreement shall become (a) a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement substantially in the form of Annex 2 hereto and/or (b) a Guarantor for all purposes of this Agreement upon execution and

delivery of a Joinder substantially in the form of Annex 3 hereto.

8.15 Releases. (a) At such time as the Loans and the other Obligations shall have been paid in full, the Commitments have been terminated, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Guarantor and Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Following any such termination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination at such Grantor's expense.

(b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreements, then the Collateral Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense of any Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreements; provided that any Borrower shall have delivered to the Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by any Borrower stating that such transaction is in compliance with the Credit Agreements and the other Loan Documents.

(c) At any such time as a Pledged Material Subsidiary ceases to meet the requirements set forth in the definition of Material Subsidiary for two consecutive fiscal quarters of the Company, any Lien created hereunder on Pledged Stock issued by such Pledged Material Subsidiary shall be released and any certificates representing the Pledged Stock shall be returned in accordance with and to the extent provided in Section 9.14(c) of the Credit Agreements.

8.16 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written.

ASPEN INSURANCE HOLDINGS LIMITED, as a
Guarantor and as a Grantor

Title:

ASPEN (UK) HOLDINGS LIMITED, as a
Guarantor

Title:

ASPEN INSURANCE UK SERVICES LIMITED, as a
Guarantor

Title:

ASPEN U.S. HOLDINGS, INC., as a
Guarantor

Title:

ASPEN INSURANCE U.S. SERVICES INC., as a
Guarantor

Title:

ASPEN SPECIALTY INSURANCE MANAGEMENT, INC.,
as a Guarantor

Title:

AGREED AND ACCEPTED:
BARCLAYS BANK, PLC, as Collateral Agent

Title:

     Material Subsidiary               Class of Stock           Stock Certificate No.                No. of Shares
-------------------------------     ---------------------    ----------------------------    -------------------------------


Aspen Insurance Limited                 Common Stock                       1                    1,000,000 shares, par
                                                                                                value USD$1.00 per share

Grantor                                  Jurisdiction of      Location of Chief
-------                                    Organization        Executive Office
                                           ------------        ----------------

Aspen Insurance Holdings Limited             Bermuda                Bermuda

District of Columbia

ACKNOWLEDGEMENT AND CONSENT**

The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement dated as of August 26, 2003 (the "Agreement"), made by the Grantors parties thereto for the benefit of BARCLAYS BANK PLC, as Collateral Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agents and the Lenders as follows:

1. The undersigned will be bound by the terms of the Agreement and will comply with such terms insofar as such terms are applicable to the undersigned.

2. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.5(a) of the Agreement.

3. The terms of Sections 6.1(c) and 6.6(b) of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.1(c) or 6.6(b) of the Agreement.

Title:

Address for Notices:

Fax:

FORM OF ASSUMPTION AGREEMENT

ASSUMPTION AGREEMENT, dated as of ________________, 200_, made by ______________________________, a [corporation] [limited liability company]
[limited partnership] [exempt limited liability corporation] (the "Additional Grantor"), in favor of BARCLAYS BANK PLC, as collateral agent (in such capacity, the "Collateral Agent") for the banks and other financial institutions or entities (the "Lenders") parties to the Credit Agreement referred to below. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

WHEREAS, Aspen Insurance Holdings Limited (the "Company"), the Subsidiary Borrowers, the Lenders and Barclays Bank PLC, as Administrative Agent and Collateral Agent, have entered into a 364-Day Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or otherwise modified from time to time, the "364-Day Credit Agreement") and a 3-Year Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or otherwise modified from time to time, the "3-Year Credit Agreement" and together with the 364-Day Credit Agreement, the "Credit Agreements");

WHEREAS, in connection with the Credit Agreements, the Company and certain of its Subsidiaries (other than the Additional Grantor) have entered into the Guarantee and Collateral Agreement, dated as of August 26, 2003 (as amended, supplemented or otherwise modified from time to time, the "Guarantee and Collateral Agreement") in favor of the Collateral Agent for the benefit of the Administrative Agents and the Lenders;

WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and

WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement;

NOW, THEREFORE, IT IS AGREED:

1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 2-A hereto is hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL GRANTOR]

Title:

FORM OF JOINDER AGREEMENT

JOINDER, dated as of ________________, 200__, made by _______________ ______________________________, a [corporation] [limited liability company]
[limited partnership] [exempt limited liability corporation] (the "Additional Guarantor"), in favor of Barclays Bank PLC, as collateral agent (in such capacity, the "Collateral Agent") for the banks and other financial institutions or entities (the "Lenders") parties to the Credit Agreement referred to below. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

WHEREAS, Aspen Insurance Holdings Limited (the "Company"), the Subsidiary Borrowers, the Lenders and Barclays Bank PLC, as Administrative Agent and Collateral Agent, have entered into a 364-Day Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or otherwise modified from time to time, the "364-Day Credit Agreement") and a 3-Year Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or otherwise modified from time to time, the "3-Year Credit Agreement" and together with the 364-Day Credit Agreement, the "Credit Agreements");

WHEREAS, in connection with the Credit Agreements, the Company and certain of its Subsidiaries (other than the Additional Guarantor) have entered into the Guarantee and Collateral Agreement, dated as of August 26, 2003 (as amended, supplemented or otherwise modified from time to time, the "Guarantee and Collateral Agreement") in favor of the Collateral Agent for the benefit of the Administrative Agents and the Lenders;

WHEREAS, Section 5.10 of the Credit Agreement requires the Additional Guarantor to become a party to the Guarantee and Collateral Agreement as an Additional Guarantor; and

WHEREAS, the Additional Guarantor has agreed to execute and deliver this Joinder to become a party to the Guarantee and Collateral Agreement;

NOW, THEREFORE, IT IS AGREED:

1. Guarantee and Collateral Agreement. By executing and delivering this Joinder, the Additional Guarantor, as provided in Section 5.10 of the Credit Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities as a Guarantor thereunder.

2. GOVERNING LAW. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned has caused this Joinder to be duly executed and delivered as of the date first above written.

[ADDITIONAL GUARANTOR]

Title:

EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE

This Compliance Certificate is delivered pursuant to Section 5.2(b) of the 3-Year Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or modified from time to time, the "Credit Agreement"), among Aspen Insurance Holdings Limited, a Bermuda exempted limited liability company (the "Company"), the Subsidiary Borrowers (as defined therein) (together with the Company, collectively, the "Borrowers" and individually, a "Borrower"), the Lenders parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent (in such capacity, the "Administrative Agent") and collateral agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

The undersigned [CHIEF FINANCIAL OFFICER] [FINANCE DIRECTOR] hereby certifies to the Administrative Agent and the Lenders as follows:

1. I am the duly elected, qualified and acting [Chief Financial Officer] [Finance Director] of the Company.

2. I have reviewed and am familiar with the contents of this Certificate.

3. I have reviewed the terms of the Credit Agreement and the Loan Documents and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and condition of the Company during the accounting period covered by the financial statements attached hereto as Attachment 1 (the "Financial Statements").

4. Attached hereto as Attachment 2 are the computations showing compliance with the covenants set forth in Sections 6.1 of the Credit Agreement.

The undersigned [CHIEF EXECUTIVE OFFICER] [CHIEF FINANCIAL OFFICER]

[PRESIDENT] of the Company hereby certifies to the Administrative Agent and the Lenders as follows:

1. To the best of my knowledge, during the accounting period covered by the Financial Statements attached hereto, each Loan Party has observed or performed all of its covenants and other agreements, and satisfied every condition contained in the Credit Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it.

2. I have no knowledge of the existence, as of the date of this Certificate, of any condition or event which constitutes a Default or Event of Default [, except as set forth below].

IN WITNESS WHEREOF, the undersigned have executed this Compliance Certificate as of the date set forth below.

By:                                            By:
   -----------------------------------------      ------------------------------
Name:                                          Name:
Title: [Chief Financial Officer]               Title: [Chief Financial Officer]
       [Chief Executive Officer][President]           [Finance Director]

Attachment 1 to Exhibit B

[Attach Financial Statements]

Attachment 2 to Exhibit B

The information described herein is as of ______, 200__, and pertains to the period from _________, 20__ to ________________ __, 200__.

[Set forth Covenant Calculations]

EXHIBIT C-1

FORM OF CLOSING CERTIFICATE

This Closing Certificate is delivered pursuant to Section 4.1(c) of the 3-Year Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or modified from time to time, the "Credit Agreement"), among Aspen Insurance Holdings Limited, a Bermuda exempted limited liability company (the "Company"), the Subsidiary Borrowers (as defined therein) (together with the Company, collectively, the "Borrowers" and individually, a "Borrower"), the Lenders parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent (in such capacity, the "Administrative Agent") and collateral agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

The undersigned [INSERT TITLE OF OFFICER] of the Company [INSERT NAME OF BORROWER] (the "Borrower") hereby certifies to the Administrative Agent and the Lenders as follows:

1. The representations and warranties of the Borrower set forth in each of the Loan Documents to which it is a party or which are contained in any certificate furnished by or on behalf of the Borrower pursuant to any of the Loan Documents are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof.

2. No Default or Event of Default has occurred and is continuing as of the date hereof or after giving effect to the Loans to be made on the date hereof and the use of proceeds hereof.

3. The conditions precedent set forth in Section 4.1 of the Credit Agreement were satisfied as of the Closing Date.

4. There are no liquidation or dissolution proceedings pending or to my knowledge threatened against the Borrower as of the date hereof, nor has any other event occurred adversely affecting or threatening the continued existence of the Borrower.

The undersigned [Assistant] [Corporate] Secretary of the Borrower certifies as follows:

1. Attached hereto as Annex 1 is a true, correct and complete copy of certain resolutions duly adopted by the Board of Directors of the Borrower on _________________ authorizing the execution, delivery and performance of the Loan Documents to which the Borrower is a party and the transactions contemplated thereby; such resolutions have not in any way been amended, modified, revoked or rescinded, have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect and are the only corporate proceedings of the Borrower now in force relating to or affecting the matters referred to therein.

2. Attached hereto as Annex 2 is a true, correct and complete copy of the [Memorandum of Association] [Articles of Incorporation] of the Borrower as in effect on the date hereof.

3. Attached hereto as Annex 3 is a true and complete copy of the By-Laws of the Borrower as in effect on the date hereof.

4. The following persons are now duly elected officers of the Borrower holding the offices indicated next to their respective names below, and such officers have been duly qualified and acting as such officers of the Borrower as of the date hereof, and the signatures appearing opposite their respective names below are the true and genuine signatures of such officers, and each of such officers is

duly authorized to execute and deliver on behalf of the Borrower each of the Loan Documents to which it is a party and any certificate or other document to be delivered by the Borrower pursuant to the Loan Documents to which it is a party:

Name Office Signature

IN WITNESS WHEREOF, the undersigned have executed the Closing Certificate as of the date set forth below.

------------------------------------    ---------------------------------------
Name:                                   Name:
Title:                                  Title: [Assistant][Corporate] Secretary

ANNEX 1

[Board Resolutions]

ANNEX 2

[Memorandum of Association] [Articles of Incorporation]

ANNEX 3

[By-Laws]

EXHIBIT C-2

FORM OF CLOSING CERTIFICATE

This Closing Certificate is delivered pursuant to Section 4.1(c) of the 3-Year Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or modified from time to time, the "Credit Agreement"), among Aspen Insurance Holdings Limited, a Bermuda exempted limited liability company, the Subsidiary Borrowers (as defined therein), the Lenders parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent (in such capacity, the "Administrative Agent") and collateral agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

The undersigned [Assistant] [Corporate] Secretary of [INSERT NAME OF LOAN PARTY] (the "Company") certifies as follows:

1. Attached hereto as Annex 1 is a true, correct and complete copy of certain resolutions duly adopted by the Board of Directors of the Company on _________________ authorizing the execution, delivery and performance of the Loan Documents to which the Company is a party and the transactions contemplated thereby; such resolutions have not in any way been amended, modified, revoked or rescinded, have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect and are the only corporate proceedings of the Borrower now in force relating to or affecting the matters referred to therein.

2. Attached hereto as Annex 2 is a true, correct and complete copy of the [Memorandum of Association] [Articles of Incorporation] of the Company as in effect on the date hereof.

3. Attached hereto as Annex 3 is a true and complete copy of the By-Laws of the Company as in effect on the date hereof.

4. The following persons are now duly elected officers of the Company holding the offices indicated next to their respective names below, and such officers have been duly qualified and acting as such officers of the Company as of the date hereof, and the signatures appearing opposite their respective names below are the true and genuine signatures of such officers, and each of such officers is duly authorized to execute and deliver on behalf of the Company each of the Loan Documents to which it is a party and any certificate or other document to be delivered by the Company pursuant to the Loan Documents to which it is a party:

Name Office Signature

IN WITNESS WHEREOF, the undersigned has executed the Closing Certificate as of the date set forth below.

Title: [Assistant][Corporate] Secretary

ANNEX 1

[Board Resolutions]

ANNEX 2

[Memorandum of Association] [Articles of Incorporation]

ANNEX 3

[By-Laws]

EXHIBIT D

FORM OF ASSIGNMENT AND ASSUMPTION

Reference is made to the 3-Year Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or modified from time to time, the "Credit Agreement"), among Aspen Insurance Holdings Limited, a Bermuda exempted limited liability company (the "Company"), the Subsidiary Borrowers (as defined therein) (together with the Company, collectively, the "Borrowers" and individually, a "Borrower"), the Lenders parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent (in such capacity, the "Administrative Agent") and collateral agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

The Assignor identified on Schedule l hereto (the "Assignor") and the Assignee identified on Schedule l hereto (the "Assignee") agree as follows:

1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), the interest described in Schedule 1 hereto (the "Assigned Interest") in and to the Assignor's rights and obligations under the Credit Agreement.

2. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, any of its Subsidiaries or any other obligor or the performance or observance by the Company, any of its Subsidiaries or any other obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (c) attaches any Notes held by it evidencing the Assigned Interest and (i) requests that the Administrative Agent, upon request by the Assignee, exchange the attached Notes for a new Note or Notes payable to the Assignee and (ii) if the Assignor has retained any interest in the Credit Agreement, requests that the Administrative Agent exchange the attached Notes for a new Note or Notes payable to the Assignor, in each case in amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date).

3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Assumption; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 5.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and

will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.14(d) of the Credit Agreement.

4. The effective date of this Assignment and Assumption shall be the Effective Date of Assignment described in Schedule 1 hereto (the "Effective Date"). Following the execution of this Assignment and Assumption, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of such acceptance and recording by the Administrative Agent).

5. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) [to the Assignor for amounts which have accrued to the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective Date] [to the Assignee whether such amounts have accrued prior to the Effective Date or accrue subsequent to the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.]

6. From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Assumption, relinquish its rights and be released from its obligations under the Credit Agreement.

7. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto.

Schedule 1

to Assignment and Assumption

Name of Assignor: _____________________________

Name of Assignee: _____________________________

Effective Date of Assignment: _________________

Commitment Amount Assigned: $__________________

[Name of Assignee]                          [Name of Assignor]


By:                                         By:
   --------------------------------            --------------------------------
   Title:                                      Title:




Accepted:                                   Consented To:*

BARCLAYS BANK PLC, as                       ASPEN HOLDINGS INSURANCE LIMITED
Administrative Agent



By:                                         By:
   --------------------------------            --------------------------------
   Title:                                      Title:



                                            BARCLAYS BANK PLC, as
                                            Administrative Agent


                                            By:
                                               --------------------------------

Title:

EXHIBIT E-1

[FORM OF LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. OPINION]

Exhibit E-2

[FORM OF APPLEBY SPURLING & KEMPE OPINION]

Exhibit E-3

[FORM OF SIMPSON THACHER & BARTLETT LLP - LONDON OPINION]

EXHIBIT F

FORM OF EXEMPTION CERTIFICATE

Reference is made to the 3-Year Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or modified from time to time, the "Credit Agreement"), among Aspen Insurance Holdings Limited, a Bermuda exempted limited liability company (the "Company"), the Subsidiary Borrowers (as defined therein) (together with the Company, collectively, the "Borrowers" and individually, a "Borrower"), the Lenders parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent (in such capacity, the "Administrative Agent") and collateral agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

______________________ (the "Non-U.S. Lender") is providing this certificate pursuant to Section 2.13(e) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants that:

1. The Non-U.S. Lender is the sole record and beneficial owner of the Loans or the obligations evidenced by Note(s) in respect of which it is providing this certificate.

2. The Non-U.S. Lender is not a "bank" for purposes of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the "Code"). In this regard, the Non-U.S. Lender further represents and warrants that:

(a) the Non-U.S. Lender is not subject to regulatory or other legal requirements as a bank in any jurisdiction; and

(b) the Non-U.S. Lender has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements;

3. The Non-U.S. Lender is not a 10-percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code; and

4. The Non-U.S. Lender is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(c) of the Code.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date set forth below.

[NAME OF NON-U.S. LENDER]

Title:

EXHIBIT G

FORM OF COMPANY NOTE

THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.

$____________ New York, New York August 29, 2003

FOR VALUE RECEIVED, the undersigned, ASPEN INSURANCE HOLDINGS LIMITED, a Bermuda exempted limited liability company (the "Company"), hereby unconditionally promises to pay to the order of ____________________ (the "Lender") or its registered assigns at the Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the Maturity Date as to the Loans evidenced hereby, the principal amount of (a) ________ DOLLARS ($_____), or, if less, (b) the aggregate unpaid principal amount of all Loans made by the Lender to the Company pursuant to Section 2.1 of the Credit Agreement. The Company further agrees to pay interest in like money at such Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.8 of the Credit Agreement.

The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type, and amount of the Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion of thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Loan.

This Note (a) is one of the Notes referred to in the 3-Year Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or modified from time to time, the "Credit Agreement"), among the Company, the Subsidiary Borrowers (as defined in the Credit Agreement), the Lenders parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent and collateral agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional prepayment in whole or in part as provided in the Credit Agreement. This Note is guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for the nature and extent of the guarantees, the terms and conditions upon which each guarantee was granted and the rights of the holder of this Note in respect thereof.

Upon the occurrence of any one or more Events of Default, all principal and all accrued interest then remaining unpaid on this Note may be declared to be or may otherwise become, immediately due and payable, all as provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 9.6 OF THE CREDIT AGREEMENT.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED

IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

ASPEN INSURANCE HOLDINGS LIMITED

Title:

Schedule A to Company Note

------------ ------------------- ------------------- --------------------- --------------------- -------------------- ------------
                                       Amount              Amount of        Amount of Base Rate    Unpaid Principal
                  Amount of          Converted to      Principal of Base     Loans Converted to       Balance of        Notation
    Date       Base Rate Loans     Base Rate Loans     Rate Loans Repaid      Eurodollar Loans      Base Rate Loans      Made By
------------ ------------------- ------------------- --------------------- --------------------- -------------------- ------------

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==================================================================================================================================

Schedule B to Company Note

-------- ------------ ------------------ ---------------------- ------------------ ------------------ ------------------ ----------
                                                                    Amount of          Amount of       Unpaid Principal
           Amount of         Amount        Interest Period and     Principal of     Eurodollar Loans      Balance of
          Eurodollar      Converted to    Eurodollar Rate with   Eurodollar Loans     Converted to         Eurodollar     Notation
  Date       Loans     Eurodollar Loans      Respect Thereto          Repaid        Base Rate Loans          Loans         Made By
-------- ------------ ------------------ ---------------------- ------------------ ------------------ ------------------ ----------

-------- ------------ ------------------ ---------------------- ------------------ ------------------ ------------------ ----------

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===================================================================================================================================

EXHIBIT H

FORM OF SUBSIDIARY BORROWER NOTE

THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.

$____________ New York, New York ________ __, 200___

FOR VALUE RECEIVED, the undersigned, [NAME OF SUBSIDIARY BORROWER], a __________ [corporation] [limited liability company] [limited partnership]
[exempt limited liability corporation] (the "Borrower"), hereby unconditionally promises to pay to the order of ____________________ (the "Lender") or its registered assigns at the Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the Maturity Date as to the Loans evidenced hereby, the principal amount of (a) ________ DOLLARS ($_____), or, if less, (b) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Section 2.1 of the Credit Agreement. The Borrower further agrees to pay interest in like money at such Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.8 of the Credit Agreement.

The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type, and amount of the Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion of thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Loan.

This Note (a) is one of the Notes referred to in the 3-Year Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or modified from time to time, the "Credit Agreement"), among the Company, the Subsidiary Borrowers (as defined in the Credit Agreement), the Lenders parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent and collateral agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional prepayment in whole or in part as provided in the Credit Agreement. This Note is guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for the nature and extent of the guarantees, the terms and conditions upon which each guarantee was granted and the rights of the holder of this Note in respect thereof.

Upon the occurrence of any one or more Events of Default, all principal and all accrued interest then remaining unpaid on this Note may be declared to be or may otherwise become, immediately due and payable, all as provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 9.6 OF THE CREDIT AGREEMENT.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED

IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[NAME OF SUBSIDIARY BORROWER]

Title:

Schedule A to Subsidiary Borrower Note

------ -------------------------- --------------- ----------------------- --------------------- ------------------ -----------------

                                       Amount                              Amount of Base Rate  Unpaid Principal
                                    Converted to   Amount of Principal of  Loans Converted to        Balance         Notation Made
 Date  Amount of Base Rate Loans  Base Rate Loans  Base Rate Loans Repaid   Eurodollar Loans    of Base Rate Loans        By
------ -------------------------- --------------- ----------------------- --------------------- ------------------ -----------------
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====== ========================== =============== ======================= ===================== ================== =================

Schedule B to Subsidiary Borrower Note

------ ------------ -------------------- ---------------------- ----------------- --------------------- ---------------- -----------

                                                                   Amount of            Amount of       Unpaid Principal
         Amount of                        Interest Period and    Principal of           Eurodollar         Balance of
        Eurodollar  Amount Converted to  Eurodollar Rate with   Eurodollar Loans   Loans Converted to      Eurodollar     Notation
 Date      Loans     Eurodollar Loans       Respect Thereto          Repaid          Base Rate Loans          Loans        Made By
------ ------------ -------------------- ---------------------- ----------------- --------------------- ---------------- -----------
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====== ============ ==================== ====================== ================= ===================== ================ ===========

EXHIBIT I

FORM OF NOTICE OF CONVERSION/CONTINUATION

Date:

To: Barclays Bank PLC, as Administrative Agent for the Lenders parties to the Credit Agreement dated as of August 26, 2003 (as amended, supplemented or modified from time to time, the "Credit Agreement") among Aspen Insurance Holdings Limited, a Bermuda exempted limited liability company (the "Company"), the Subsidiary Borrowers (as defined therein) (together with the Company, collectively, the "Borrowers" and individually, a "Borrower"), the Lenders parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent and collateral agent

Ladies and Gentlemen:

The undersigned, Aspen Insurance Holdings Limited, refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 2.6 of the Credit Agreement, of the [conversion] [continuation] of the Loans specified herein, that:

1. The conversion/continuation date is ____________, 20__ (the "Conversion/Continuation Date").

2. The aggregate amount of the Loans to be [converted]
[continued] is $__________ .

3. The Loans are to be [converted into] [continued as]
[Eurodollar] [ABR] Loans.

4. [If applicable:] The duration of the Interest Period for the Loans included in the [conversion] [continuation] shall be [____ days] [____ months].

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the proposed Conversion/Continuation Date, before and after giving effect thereto and to the application of the proceeds therefrom:

(a) no Default or Event of Default has occurred and is continuing, or would result from such proposed [conversion]
[continuation]; and

(b) the proposed [conversion][continuation] will not cause the aggregate principal amount of all outstanding Loans to exceed the combined Commitments of the Lenders.

ASPEN INSURANCE HOLDINGS LIMITED

By:___________________________
Name:
Title:

EXHIBIT J

FORM OF SUBSIDIARY BORROWER AGREEMENT

SUBSIDIARY BORROWER AGREEMENT, dated as of ____________, __ 200__, made by ______________________________, a ______________ [corporation]
[limited liability company] [limited partnership] [exempt limited liability corporation] (the "Additional Subsidiary Borrower"), in favor of Barclays Bank PLC, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders (the "Lenders") parties to the Credit Agreement referred to below. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

W I T N E S S E T H :

WHEREAS, Aspen Insurance Holdings Limited (the "Company"), the Subsidiary Borrowers, the Lenders, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as Administrative Agent and collateral agent, have entered into a Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement");

WHEREAS, the Credit Agreement permits the Additional Subsidiary Borrower to become a Subsidiary Borrower pursuant to the terms and conditions of the Credit Agreement; and

WHEREAS, the Additional Subsidiary Borrower has agreed to execute and deliver this Subsidiary Borrower Agreement in order to become a Subsidiary Borrower under the Credit Agreement;

NOW, THEREFORE, IT IS AGREED:

SECTION 1. Credit Agreement. Subject to the satisfaction of each of the conditions set forth in subsection 4.3 of the Credit Agreement, by executing and delivering this Subsidiary Borrower Agreement, the Additional Subsidiary Borrower hereby becomes a Subsidiary Borrower under the Credit Agreement with the same force and effect as if originally named therein as a Subsidiary Borrower and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Subsidiary Borrower thereunder.

SECTION 2. Representations And Warranties. The Company hereby represents and warrants that each of the representations and warranties contained in Section 3 of the Credit Agreement is true and correct on and as the date hereof (after giving effect to this subsidiary borrower agreement) as if made on and as of such date (except where such representation and warranty speaks of a specific date in which case such representation and warranty shall be true and correct as of such date).

SECTION 3. GOVERNING LAW. THIS SUBSIDIARY BORROWER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned have caused this Subsidiary Borrower Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL SUBSIDIARY BORROWER]
By:___________________________
Name:
Title:

ASPEN INSURANCE HOLDINGS LIMITED
By:___________________________
Name:
Title:

ANNEX 1

[Board Resolutions]

ANNEX 2

[Organizational Documents]

ANNEX 3

[By-Laws]

EXHIBIT K

SHARE CHARGE

made by

[NAME OF CHARGING COMPANY]

in favour of

BARCLAYS BANK PLC

Dated ____________ ___, 20__

CONTENTS

CLAUSE                                                                   PAGE

1.   INTERPRETATION ........................................................1
2.   CHARGING CLAUSE .......................................................4
3.   CONTINUING SECURITY....................................................4
4.   FURTHER ASSURANCE .....................................................4
5.   NEGATIVE PLEDGE AND DISPOSAL RESTRICTIONS..............................5
6.   REPRESENTATIONS........................................................5
7.   UNDERTAKINGS...........................................................6
8.   ATTORNEY...............................................................7
9.   ENFORCEMENT AND POWERS OF THE COLLATERAL AGENT.........................8
10.  STATUS, POWERS, REMOVAL AND REMUNERATION OF RECEIVER...................8
11.  APPLICATION OF MONEYS..................................................9
12.  PROTECTION OF THIRD PARTIES...........................................10
13.  PROTECTION OF ADMINISTRATIVE AGENTS, COLLATERAL AGENT AND RECEIVER....10
14.  COSTS AND EXPENSES....................................................11
15.  CUMULATIVE POWERS AND AVOIDANCE OF PAYMENTS...........................12
16.  RULING OFF ACCOUNTS...................................................12
17.  DELEGATION ...........................................................12
18.  REDEMPTION OF PRIOR CHARGES...........................................13
19.    RELEASE.............................................................13
20.    NOTICES.............................................................13
21.  CHANGES TO PARTIES....................................................14
22.  CURRENCY CLAUSES .....................................................14
23.  MISCELLANEOUS ........................................................14
24.  GOVERNING LAW ........................................................15
SCHEDULE 1.................................................................17
Material Subsidiary Shares.................................................17

THIS DEED is made on ___________ __, 20__

BETWEEN:

(1) [NAME OF CHARGING COMPANY] (an [exempt limited liability company]
[corporation] incorporated in [jurisdiction of incorporation] with registered number [ ]) (the "CHARGING COMPANY");

(2) BARCLAYS BANK PLC whose registered office is at 5 The North Colonnade, Canary Wharf, London, United Kingdom, as Collateral Agent in such capacity, the "COLLATERAL AGENT" for (a) the Administrative Agent (as defined therein) under the 364-Day Credit Agreement (as defined below) and the banks or other financial institutions or entities (the "364-DAY LENDERS") from time to time party to the 364-Day Credit Agreement and (b) the Administrative Agent (as defined therein) under the 3-Year Credit Agreement (as defined below) and the banks or other financial institutions or entities (the "3-YEAR LENDERS" and together with the 364-Day Lenders, the " LENDERS") from time to time party to the 3-Year Credit Agreement.

THE PARTIES AGREE AS FOLLOWS:

1. INTERPRETATION

1.1 Definitions

In this deed:

"ADMINISTRATIVE AGENTS" means collectively, Barclays Bank PLC, as Administrative Agent under the 364-Day Credit Agreement and Barclays Bank PLC, as Administrative Agent under the 3-Year Credit Agreement.

"AFTER-ACQUIRED SHARES" means any shares obtained by the Charging Company in the future in any Material Subsidiary subject, in the case of any Material Subsidiary which is an Insurance Subsidiary, to any consent or authorization of, filing with or notice to, any relevant insurance commission or other Governmental Authority pursuant to any applicable Requirement of Law in connection with the creation subsequent to the Closing Date in accordance with Section 5.4 of a security interest in the Capital Stock of any Material Subsidiary which is an Insurance Subsidiary;

"CHARGED PROPERTY" means (a) the Material Subsidiary Shares listed in Schedule 1 hereto; (b) any After-acquired Shares; (c) all Distribution Rights with respect to such Material Subsidiary Shares and After-acquired Shares; and (d) to the extent not covered by (a), (b) and (c), all proceeds of any or all of (a), (b) and (c) above. For purposes of this deed, the term "proceeds" includes whatever is receivable or received when assets or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guarantee payable to the Charging Company, the Administrative Agents or the Collateral Agent from time to time with respect to the Charged Property;

"CREDIT AGREEMENTS" means collectively, (i) the 364-Day Credit Agreement, dated as of the

date hereof among the Company, the Subsidiary Borrowers (as defined therein), the several banks and other financial institutions or entities from time to time parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent and as collateral agent (as amended, supplemented or otherwise modified or replaced from time to time, the "364-DAY CREDIT AGREEMENT") and (ii) the 3-Year Credit Agreement, dated as of the date hereof among the Company, the Subsidiary Borrowers (as defined therein), the several banks and other financial institutions or entities from time to time parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent and as collateral agent, as amended, supplemented or otherwise modified or replaced from time to time, the "3-YEAR CREDIT AGREEMENT");

"DEFAULT RATE" means the rate at which default interest is payable under Section 2.8(c) of each of the Credit Agreements;

"DISTRIBUTION RIGHTS" means all dividends, distributions and other income paid or payable on a Material Subsidiary Share or any After-acquired Share, together with all shares or other property derived from such Material Subsidiary Share or any After-acquired Share and all other allotments, accretions, rights, benefits and advantages of all kinds accruing, offered or otherwise derived from or incidental to that Material Subsidiary Share or any After-acquired Share (whether by way of conversion, redemption, bonus, preference, option or otherwise);

"INDEBTEDNESS" means all money or liabilities due, owing or incurred to the Administrative Agent, the Collateral Agent or any of the Lenders under each Credit Agreement by the Charging Company or any other Borrower under each Credit Agreement, this deed and any other Loan Document at present or in the future, in any manner whether actual or contingent, whether incurred solely or jointly with any other person and whether as principal or surety, together with all interest accruing thereon;

"LIEN" means any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other), charge or other security interest or any other security agreement (including the interest of a vendor or lessor in any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

"MATERIAL SUBSIDIARY SHARES" means all shares owned by the Charging Company in its Material Subsidiaries from time to time and charged under this deed as specified in Schedule 1;

"PLEDGED MATERIAL SUBSIDIARY" means any Material Subsidiary the Capital Stock of which owned by the Charging Company is required to be charged hereunder pursuant to the terms of either Credit Agreement;

"RECEIVER" means a receiver and manager or (if the Collateral Agent so specifies in the relevant appointment) receiver, in each case appointed under this deed;

1.2 CONSTRUCTION

In this agreement, unless a contrary intention appears, a reference to:

(a) an "AGREEMENT" includes any legally binding arrangement, concession, contract, deed or franchise (in each case whether oral or written);

(b) an "AMENDMENT" includes any amendment, supplement, variation, novation, modification, replacement or restatement and "AMEND", "AMENDING" and "AMENDED" shall be construed accordingly;

(c) "ASSETS" includes property, business, undertaking and rights of every kind, present, future and contingent (including uncalled share capital) and every kind of interest in an asset;

(d) a "CONSENT" includes an authorisation, approval, exemption, licence, order, permission or waiver;

(e) "INCLUDING" means including without limitation and "INCLUDES" and "INCLUDED" shall be construed accordingly;

(f) "LOSSES" includes losses, actions, damages, claims, proceedings, costs, demands, expenses (including fees) and liabilities and "LOSS" shall be construed accordingly;

(g) a "MONTH" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(i) if any such period would otherwise end on a day which is not a Business Day, it shall end on the next Business Day in the same calendar month or, if none, on the preceding Business Day; and

(ii) if a period starts on the last Business Day in a calendar month, or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month,

and references to "MONTHS" shall be construed accordingly;

(h) a "PERSON" includes any person, individual, partnership, firm, company, corporation, limited liability company, joint stock company, trust, unincorporated association, joint venture, government, state or agency of a state or any undertaking (within the meaning of section 259(1) of the Companies Act 1985) or other association (whether or not having separate legal personality) or any two or more of the foregoing;

(i) a "REGULATION" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental body, agency, department or regulatory, self-regulatory or other authority or organisation;

(j) unless the context otherwise requires or unless otherwise defined in this deed, words and expressions defined in the applicable Credit Agreement have the same meanings when used in this deed;

(k) the parties intend that this document shall take effect as a deed.

1.3 OTHER REFERENCES

In this deed, unless a contrary intention appears:

(a) a reference to any person is, where relevant, deemed to be a reference to or to include, as appropriate, that person's successors, indorsees and permitted assignees or transferees;

(b) references to clauses and schedules are references to, respectively, clauses of and schedules to this deed and references to this deed include its schedules;

(c) a reference to (or to any specified provision of) any agreement or document is to be construed as a reference to that agreement or document (or that provision) as it may be amended from time to time;

(d) a reference to a statute, statutory instrument or accounting standard or any provision thereof is to be construed as a reference to that statute, statutory instrument or accounting standard or such provision thereof, as it may be amended or re-enacted from time to time;

(e) the index to and the headings in this deed are inserted for convenience only and are to be ignored in construing this deed; and

(f) words importing the plural shall include the singular and vice versa.

2. CHARGING CLAUSE

2.1 The Charging Company, as security for the payment of the Indebtedness charges in favour of the Collateral Agent, for the benefit of the Administrative Agents and the Lenders and their respective successors, indorsees, transferees and assigns with full title guarantee by way of first equitable mortgage all of the Charged Property with the intention that such charge shall take effect as first equitable mortgage and shall rank ahead of any other present or future security over such Charged Property.

2.2 Section 6(2) of the Law of Property Act 1994 shall not apply to this deed.

3. CONTINUING SECURITY

3.1 CONTINUING SECURITY

This security is to be a continuing security notwithstanding any intermediate payment or settlement of all or any part of the Indebtedness or any other matter or thing.

3.2 OTHER SECURITY

This security is to be in addition and shall neither be merged in nor in any way exclude or prejudice or be affected by any other security or other right which either Administrative Agent,

the Collateral Agent and/or any Lender may now or after the date of this deed hold for any of the Indebtedness, and this security may be enforced against the Charging Company without first having recourse to any other rights of either Administrative Agent, the Collateral Agent or any Lender.

4. FURTHER ASSURANCE

The Charging Company will, at its own expense, promptly following request by the Collateral Agent, execute such deeds and other agreements and otherwise take whatever action the Collateral Agent may require:

(a) to perfect and/or protect the security created (or intended to be created) by this deed;

(b) to facilitate the realisation or enforcement of such security;

(c) to facilitate the exercise of any of the Collateral Agent's rights, powers or discretions under this deed; and/or

(d) to confer on the Collateral Agent security over any assets of the Charging Company (in whatever jurisdiction situated) equivalent or similar to the security intended to be conferred by this deed.

5. NEGATIVE PLEDGE AND DISPOSAL RESTRICTIONS

The Charging Company will not:

(a) create or agree to create or permit to subsist any Lien on or option in favour of all or any part of the Charged Property, except for the charge created pursuant to this deed or any other Security Document;

(b) sell, assign, transfer, exchange, lease out, lend or otherwise dispose of all or any part of or grant any option with respect to, the Charged Property or the right to receive or to be paid the proceeds arising on the disposal of the same, or agree or attempt to do so;

(c) enter into any agreement or undertaking (other than this deed and the Credit Agreements) restricting the right or ability of the Charging Company or the Collateral Agent to sell, assign, transfer, exchange or otherwise dispose of any of the Charged Property or Distribution Rights thereof;

(d) dispose of the equity of redemption in respect of all or any part of the Charged Property.

6. REPRESENTATIONS

The Charging Company represents that:

(a) it is the legal and beneficial owner of the Material Subsidiary Shares identified against its name in Schedule 1 [(save in relation to those Material Subsidiary Shares which are held by a nominee for it in which case it is the beneficial owner only of those Material Subsidiary Shares)];

(b) all of those Material Subsidiary Shares are validly issued and fully paid and fully called up.

(c) it has full legal power, authority and legal right to charge all of the Charged Property pursuant to this deed;

(d) except for the charge created by this deed and the Liens permitted to exist under each of the Credit Agreements, it is and will be the sole legal and beneficial owner of the Material Subsidiary Shares free and clear of any Lien or claims of others;

(e) the charge created by this deed (i) constitutes a valid legal and binding obligation and an effective first-priority security interest in the Charged Property in favour of the Collateral Agent, for the benefit of the Administrative Agents and the Lenders, as security for the Indebtedness and (ii) is prior to all other Liens on the Charged Property in existence on the date hereof;

(f) it shall maintain the security constituted by this deed as a perfected security interest having the priority described in clause 6(e) and shall defend its and the Collateral Agent's title or interest in and to all the Charged Property against any and all claims and demands of all persons whosoever; and

(g) it will, from time to time, at the written request of the Collateral Agent, and at the sole expense of the Charging Company, duly execute and deliver such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this deed and of the rights and powers herein granted.

7. UNDERTAKINGS

7.1 TITLE DOCUMENTS

The Charging Company will promptly deposit with the Collateral Agent (or as it shall direct) all stock and share certificates and other documents of title relating to the Material Subsidiary Shares and any After-acquired Shares at any time charged hereunder (including, without limitation, any certificate or other document of title representing a Distribution Right) together with share transfer forms duly stamped and executed in blank and left undated on the basis that the Collateral Agent shall be able to hold such documents of title and share transfer forms until the Indebtedness has been irrevocably and unconditionally discharged in full and shall be entitled, at any time, following the occurrence of an Event of Default or if the Collateral Agent considers that the security constituted by this deed is in jeopardy to complete, under its power of attorney given by clause 8 (Attorney) below, the share transfer forms on behalf of the Charging Company in favour of itself or such other person as it shall select; provided, that, in the case of an Insurance Subsidiary, the required consents and approvals of the appropriate Governmental Authority, if any, have been obtained.

7.2 VOTING AND DISTRIBUTION RIGHTS

Until an Event of Default occurs:

(a) The Charging Company shall be entitled to receive and retain all cash dividends, distributions and other monies paid on or derived from the Material Subsidiary Shares and any After-acquired Shares; and

(b) the Charging Company shall be entitled to exercise all voting and other rights and powers attaching to the Material Subsidiary Shares and any After-acquired Shares; provided, that, except as permitted pursuant to the terms of the Credit Agreements, it shall not vote to take any other action to permit any Pledged Material Subsidiary to issue any Capital Stock of any nature or to issue any other securities convertible into, or granting the right to purchase or exchange for, any Capital Stock of any nature of the Pledged Material Subsidiary or otherwise exercise any such voting rights or powers in a manner prejudicial to the interests of the Administrative Agent under this deed.

The Charging Company agrees that (i) it will be bound by the terms of this deed and the Credit Agreements relating to the Capital Stock issued by the Pledged Material Subsidiary and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Agent promptly in writing if, at any time, it obtains any After-acquired Shares or if any Distribution Rights are represented by a share certificate or other document of title and
(iii) it will provide to the Collateral Agent a supplement to Schedule 1 hereto reflecting such After-acquired Shares or Distribution Rights which are represented by a share certificate or other document of title.

7.3 COLLATERAL AGENT EXONERATION

At any time when any Material Subsidiary Shares or After-acquired Shares are registered in the name of the Collateral Agent or its nominee, the Collateral Agent will not be under any duty to ensure that any dividends, distributions or other monies payable in respect of such Material Subsidiary Shares or After-acquired Shares are duly and promptly paid or received by it or its nominee, or to verify that the correct amounts are paid or received, or to take any action in connection with the taking up of any (or any offer of any) stocks, shares, rights, monies or other property paid, distributed, accruing or offered at any time by way of interest, dividend, redemption, bonus, rights, preference, option, warrant or otherwise on or in respect of or in substitution for, any of those Material Subsidiary Shares or After-acquired Shares.

7.4 RETENTION OF DOCUMENTS

The Collateral Agent may retain any document delivered to it under clause 7.1 (Title Documents) or otherwise until the security created by this deed is released and, if for any reason it ceases to hold any such document before that time, it may by notice to the Charging Company require that the relevant document be redelivered to it and the Charging Company shall promptly comply (or procure compliance) with that notice.

8. ATTORNEY

Subject to the last sentence of this Section 8, the Charging Company, by way of security, irrevocably and severally appoints the Collateral Agent, each Receiver and any person nominated for the purpose by the Collateral Agent or any Receiver (in writing and signed by an officer of the Collateral Agent or Receiver) as its attorney (with full power of substitution and delegation) in its name and on its behalf and as its act and deed to execute, seal and deliver (using the company seal where appropriate) and otherwise perfect and do any deed, assurance, agreement, instrument, act or thing which it ought to execute and do under the terms of this deed, or which may be required or deemed proper in the exercise of any rights or powers conferred on the Administrative Agents, the Collateral Agent or any Receiver under this deed or otherwise for any of the purposes of this deed, and the Charging Company covenants with the Administrative

Agents, the Collateral Agent and each Receiver to ratify and confirm all such acts or things made, done or executed by that attorney. Anything in this Section 9 to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 8 unless an Event of Default shall have occurred and be continuing.

9. ENFORCEMENT AND POWERS OF THE COLLATERAL AGENT

9.1 STATUTORY RESTRICTIONS

The restriction on the consolidation of mortgages and on power of sale imposed by sections 93 and 103 respectively of the Law of Property Act 1925 shall not apply to the security constituted by this deed.

9.2 ENFORCEMENT POWERS

For the purpose of all rights and powers implied or granted by statute, the Indebtedness is deemed to have fallen due on the date of this deed. The power of sale and other powers conferred by section 101 of the Law of Property Act 1925 and all other enforcement powers conferred by this deed shall be immediately exercisable at any time after an Event of Default has occurred.

9.3 STATUTORY POWERS

The powers conferred on mortgagees, receivers or administrative receivers by the Law of Property Act 1925 and the Insolvency Act 1986 (as the case may be) shall apply to the security created by this deed, unless they are expressly or impliedly excluded. If there is ambiguity or conflict between the powers contained in those Acts and those contained in this deed, those contained in this deed shall prevail.

9.4 APPOINTMENT OF RECEIVER

(a) At any time after an Event of Default has occurred, or if so requested by the Charging Company, the Collateral Agent may, by writing under hand signed by any officer or manager of the Collateral Agent, appoint any person (or persons) to be a Receiver of all or any part of the Charged Property.

(b) Section 109(1) of the Law of Property Act 1925 shall not apply to this deed.

9.5 EXERCISE OF POWERS

All or any of the powers conferred upon mortgagees by the Law of Property Act 1925 as varied or extended by this deed, and all or any of the rights and powers conferred by this deed on a Receiver (whether expressly or impliedly), may be exercised by the Collateral Agent without further notice to the Charging Company at any time after an Event of Default has occurred, irrespective of whether the Collateral Agent has taken possession or appointed a Receiver of the Charged Property.

10. STATUS, POWERS, REMOVAL AND REMUNERATION OF RECEIVER

10.1 RECEIVER AS AGENT

Each Receiver shall be the agent of the Charging Company which shall be solely responsible for his acts or defaults, and for his remuneration and expenses, and be liable on any agreements or engagements made or entered into by him. The Collateral Agent will not be responsible for any misconduct, negligence or default of a Receiver.

10.2 POWERS OF RECEIVER

Each Receiver appointed under this deed shall have all the powers conferred from time to time on receivers by the Law of Property Act 1925 and the Insolvency Act 1986 (each of which is deemed incorporated in this deed), so that the powers set out in Schedule 1 to the Insolvency Act 1986 (to the extent relevant) shall extend to every Receiver, whether or not an administrative receiver.

10.3 REMOVAL OF RECEIVER

The Collateral Agent may by notice remove from time to time any Receiver appointed by it and, whenever it may deem appropriate, appoint a new Receiver in the place of any Receiver whose appointment has terminated, for whatever reason.

10.4 REMUNERATION OF RECEIVER

The Collateral Agent may from time to time fix the remuneration of any Receiver appointed by it.

11. APPLICATION OF MONEYS

11.1 ORDER OF APPLICATION

All moneys received by the Collateral Agent or any Receiver appointed under this deed shall be applied in the following order:

(a) in payment of the costs and losses incurred, and payments made, by the Collateral Agent, the Administrative Agents and/or any Receiver (including the payment of preferential debts);

(b) in payment of remuneration to the Receiver at such market rates as may be

agreed between him and the Collateral Agent (acting reasonably) at or any time after his appointment;

(c) to the Administrative Agents, for application by them towards satisfaction of amounts then due and owing and remaining unpaid in respect of the Indebtedness, pro rata among the Lenders according to the amounts then due and owing and remaining unpaid to the Lenders; and

(d) the surplus (if any) shall be paid to the Charging Company or other person entitled to it.

11.2 SECTION 109 LAW OF PROPERTY ACT 1925

Sections 109(6) and (8) of the Law of Property Act 1925 shall not apply to a Receiver appointed under this deed.

11.3 SUSPENSE ACCOUNT

Until the Indebtedness is paid in full, the Collateral Agent may place and keep (for such time as it shall determine) any money received pursuant to this deed or on account of the Charging Company's liability in respect of the Indebtedness in an interest bearing separate suspense account (to the credit of either the Charging Company or the Collateral Agent as the Collateral Agent shall think fit) and the Receiver may retain the same for the period which he and the Collateral Agent consider expedient without having any obligation to apply all or any part of that money in or towards discharge of the Indebtedness.

12. PROTECTION OF THIRD PARTIES

12.1 NO OBLIGATION TO ENQUIRE

No purchaser from, or other person dealing with, the Collateral Agent or any Receiver (or their agents) shall be obliged or concerned to enquire whether:

(a) the right of the Collateral Agent or any Receiver to exercise any of the powers conferred by this deed has arisen or become exercisable or as to the propriety or validity of the exercise or purported exercise of any such power; or

(b) any of the Indebtedness remains outstanding or be concerned with notice to the contrary and the title and position of such a purchaser or other person shall not be impeachable by reference to any of those matters.

12.2 RECEIPT CONCLUSIVE

The receipt of the Collateral Agent or any Receiver shall be an absolute and a conclusive discharge to a purchaser, and shall relieve him of any obligation to see to the application of any moneys paid to or by the direction of the Collateral Agent or any Receiver.

13. PROTECTION OF ADMINISTRATIVE AGENTS, COLLATERAL AGENT AND RECEIVER

13.1 NO LIABILITY

None of the Administrative Agents, the Collateral Agent nor any Receiver shall be liable in respect of any of the Charged Property or for any loss or damage which arises out of the exercise or the attempted or purported exercise of, or the failure to exercise any of, their respective powers, unless caused by its or his gross negligence or wilful misconduct.

13.2 POSSESSION OF CHARGED PROPERTY

Without prejudice to clause 13.1 (No Liability), if the Collateral Agent or any Receiver enters into possession of the Charged Property, it will not be liable to account as mortgagee in possession and may at any time at its discretion go out of such possession.

13.3 LIABILITY OF CHARGING COMPANY

The obligations of the Charging Company under this deed and the charges contained in this deed shall not be impaired by any forbearance, neglect, indulgence, extension of time, release, surrender or loss of securities, dealing, variation or arrangement by the Administrative Agents, the Lenders or the Collateral Agent, as the case may be, or by any other act, event or matter whatsoever whereby the charges contained in this deed (as secondary or collateral charges only) would, but for this provision, have been discharged.

14. COSTS AND EXPENSES

14.1 INITIAL EXPENSES

The Charging Company will on demand pay to each of the Administrative Agents, the Collateral Agent and any Receiver the amount of all costs and expenses (including legal fees and other out-of-pocket expenses and any value added tax or other similar tax thereon) reasonably incurred by any of them in connection with:

(a) the negotiation, preparation, execution and completion of this deed, and all documents, matters and things referred to in, or incidental to this deed;

(b) any amendment, consent or suspension of rights (or proposal for any of the same) relating to this deed (and documents, matters or things referred to in this deed); and

(c) the investigation of any Default; provided, however, that any Charged Company which is an Insurance Subsidiary shall have no liability under this Section with respect to costs and expenses referred to above except to the extent of the share of such costs and expenses reasonably allocable or attributable to the Charged Property of such Charging Company.

14.2 ENFORCEMENT EXPENSES

The Charging Company will on demand pay to each of the Administrative Agents, the Collateral Agent and any Receiver the amount of all costs and expenses (including legal fees and other out of pocket expenses and any value added tax or other similar tax thereon) reasonably incurred by

any of them in connection with the preservation, enforcement or attempted preservation or enforcement of any of their rights under this deed (and any documents referred to in this deed) or any of the Charged Property; provided, however, that any Charged Company which is an Insurance Subsidiary shall have no liability under this Section with respect to costs and expenses referred to above except to the extent of the share of such costs and expenses reasonably allocable or attributable to the Charged Property of such Charging Company.

14.3 STAMP DUTIES, ETC

The Charging Company will on demand indemnify each of the Administrative Agents, the Collateral Agent and any Receiver appointed under this deed, from and against any liability for any stamp, documentary, filing and other duties and Taxes (if any) which are or may become payable in connection with this deed.

14.4 DEFAULT INTEREST

If not paid when due, the amounts payable under this clause 14 shall carry interest (compounded with monthly rests at the Default Rate (after as well as before judgment), from the date of demand and shall form part of the Indebtedness.

15. CUMULATIVE POWERS AND AVOIDANCE OF PAYMENTS

15.1 CUMULATIVE POWERS

The powers which this deed confers on the Administrative Agents, the Collateral Agent and any Receiver appointed under this deed are cumulative, without prejudice to their respective powers under the general law, and may be exercised as often as the relevant person thinks appropriate. The Administrative Agents, the Collateral Agent or any Receiver may, in connection with the exercise of their powers, join or concur with any person in any transaction, scheme or arrangement whatsoever. The respective powers of the Administrative Agents, the Collateral Agent and any Receiver will in no circumstances be suspended, waived or otherwise prejudiced by anything other than an express consent or amendment.

15.2 AMOUNTS AVOIDED

If any amount paid in respect of the Indebtedness is capable of being avoided or set aside, then for the purposes of this deed that amount shall not be considered to have been paid.

15.3 DISCHARGE CONDITIONAL

Any settlement or discharge between the Charging Company and the Administrative Agents or the Collateral Agent shall be conditional upon no security or payment to the Administrative Agent or Collateral Agent by the Charging Company or any other person being avoided, set aside, ordered to be refunded or reduced by virtue of any provision or enactment relating to insolvency and accordingly the Administrative Agent and the Collateral Agent, as the case may be, shall be entitled to recover from the Charging Company the value which the Administrative Agent and the Collateral Agent, as the case may be, has placed on that security or the amount of any such payment as if that settlement or discharge had not occurred.

16. RULING OFF ACCOUNTS

If the Collateral Agent receives notice of any subsequent Liens or other interest affecting any of the Charged Property (except as permitted by each of the Credit Agreements) it may open a new account for the Charging Company in its books. If it does not do so then (unless it gives express notice to the contrary to the Charging Company), as from the time it receives that notice, all payments made by the Charging Company to it (in the absence of any express appropriation to the contrary) shall be treated as having been credited to a new account of the relevant Charging Company and not as having been applied in reduction of the Indebtedness.

17. DELEGATION

The Collateral Agent may delegate by power of attorney or in any other manner all or any of the powers, authorities and discretions which are for the time being exercisable by it under this deed to any person or persons upon such terms and conditions (including the power to sub-delegate) as it may think fit. The Collateral Agent will not be liable or responsible to the Charging Company or any other person for the negligence or misconduct on the part of any delegate selected by it with reasonable care.

18. REDEMPTION OF PRIOR CHARGES

The Collateral Agent may, at any time after an Event of Default has occurred, redeem any prior Lien on or relating to any of the Charged Property or procure the transfer of that Lien to itself, and may settle and pass the accounts of any person entitled to that prior Lien. Any account so settled and passed shall (subject to any manifest error) be conclusive and binding on the Charging Company. The Charging Company will on demand pay to the Collateral Agent all principal monies and interest and all losses incidental to any such redemption or transfer.

19. RELEASE

19.1 At such time as all the Indebtedness has been unconditionally and irrevocably discharged in full and the Lenders have no further contingent obligations to lend under or in connection with the Credit Agreements, the Collateral Agent shall at the request and cost of the Charging Company execute such documents (or procure that its nominees execute such documents) as the Charging Company may reasonably request and which may be required to discharge all the charges created by this deed and return any certificates representing the Charged Property to the Charging Company.

19.2 At any such time as a Material Subsidiary ceases to meet the requirements set forth in the definition of Material Subsidiary for two consecutive fiscal quarters of the Company, any Lien created hereunder on Charged Property issued by such Material Subsidiary shall be released in accordance with and to the extent provided in Section 9.13(c) of each Credit Agreement.

20. NOTICES

20.1 MODE OF SERVICE

(a) Any notice, demand, consent, agreement or other communication (a "NOTICE") to be served in connection with this deed will be in writing and will be made by letter or by facsimile transmission to the party to be served.

(b) The address and facsimile number of each party to this deed for the purposes of clause 20.1(a) are:

(i) as shown in the notice addresses set forth in
Section 9.2 of each Credit Agreement; or

(ii) as notified by that party for this purpose to the other party by not less than five Business Days' notice.

(c) Any Notice to be served by the Charging Company on either Administrative Agent or the Collateral Agent will be effective only if it is expressly marked for the attention of the department or officer (if any) specified in conjunction with the relevant address and facsimile number referred to in clause 20.1(b).

20.2 DEEMED SERVICE

(a) Subject to clause 20.2(b), a Notice will be deemed to be effective as follows:

(i) if by letter, when delivered personally or on actual receipt or three Business Days after being deposited in the mail, postage prepaid; and

(ii) if by facsimile, when delivered,

provided, that any notice, request or demand to or upon the Charged Company, the Administrative Agents and the Collateral Agent shall not be effective until received.

(b) A Notice given in accordance with clause 20.2(a) but received on a non-working day or after business hours in the place of receipt will be deemed to be given on the next working day in that place.

21. CHANGES TO PARTIES

21.1 ASSIGNMENT BY THE ADMINISTRATIVE AGENTS AND THE COLLATERAL AGENT

The Administrative Agents and the Collateral Agent may at any time assign, delegate or otherwise transfer all or any part of its rights under this deed in accordance with the Credit Agreements.

22. CURRENCY CLAUSES

22.1 CONVERSION

All monies received or held by the Administrative Agents, the Collateral Agent or any Receiver under this deed may be converted into any other currency which the Administrative Agents or the Collateral Agent considers necessary to cover the obligations and liabilities comprised in the Indebtedness in that other currency at the Administrative Agents' or Collateral Agent's spot rate of exchange then prevailing for purchasing that other currency with the existing currency.

22.2 NO DISCHARGE

No payment to the Administrative Agents or to the Collateral Agent (whether under any judgement or court order or otherwise) shall discharge the obligation or liability of the Charging Company in respect of which it was made unless and until the Administrative Agents or the Collateral Agent has received payment in full in the currency in which the obligation or liability was incurred. To the extent that the amount of any such payment shall on actual conversion into that currency fall short of that obligation or liability expressed in that currency, the Administrative Agents and the Collateral Agent shall have a further separate cause of action against the Charging Company and shall be entitled to enforce the security constituted by this deed to recover the amount of the shortfall.

23. MISCELLANEOUS

23.1 SMALL COMPANY MORATORIUM

Notwithstanding any other provision of this deed, the obtaining of a moratorium under section 1A of the Insolvency Act 1986, or anything done with a view to obtaining such a moratorium (including any preliminary decision or investigation), shall not be an event causing any floating charge created by this deed to crystallise or causing restrictions which would not otherwise apply to be imposed on the disposal of property by the Charging Company or a ground for the appointment of a Receiver.

23.2 CERTIFICATES CONCLUSIVE

A certificate or determination of the Administrative Agents or the Collateral Agent as to any amount payable under this deed will be conclusive and binding on the Charging Company, except in the case of manifest error.

23.3 INVALIDITY OF ANY PROVISION

If any provision of this deed is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired in any way.

23.4 COUNTERPARTS

This deed may be executed in any number of counterparts (including by telecopy), all of which taken together shall be deemed to constitute one and the same instrument.

23.5 PERPETUITY PERIOD

The perpetuity period applicable to the trusts created by this deed is 80 years.

23.6 THIRD PARTY RIGHTS

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this deed and no person other than the parties to this deed shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.

24. GOVERNING LAW

24.1 This deed (and any dispute, controversy, proceedings or claims of whatever nature arising out of or in any way relating to this deed or its formation) shall be governed by and construed in accordance with English law.

24.2 The Charging Company, for the benefit of the Administrative Agents and the Collateral Agent, irrevocably submits to the jurisdiction of the courts in England for the purpose of hearing and determining any dispute arising out of this deed and for the purpose of enforcement of any judgment against its assets.

24.3 The submission to the jurisdiction of the courts referred to in clause 24.2 shall not (and shall not be construed so as to) limit the right of the Administrative Agents or the Collateral Agent to take proceedings against the Charging Company in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

24.4 Without prejudice to any other permitted mode of service, the Charging Company agrees that service of any claim form, notice or other document for the purpose of any proceedings in such courts shall be duly served upon it if delivered or sent by registered post to LeBoeuf Lamb Greene & MacRae, of 6th floor, 1 Minster Court, Mincing Lane, EC3R 7YL, London, United Kingdom (marked for the attention of the Managing Partner).

IN WITNESS whereof this deed has been duly executed on the above date first above written.

SCHEDULE 1
MATERIAL SUBSIDIARY SHARES

MATERIAL SUBSIDIARY NUMBER AND CLASS OF DETAILS OF NOMINEES (IF ANY)
SHARES HOLDING LEGAL TITLE TO SHARES

EXECUTED as a deed by                    )
[NAME OF CHARGING COMPANY]               )
acting by a director and its             )
secretary or two directors               )

.................................. Signature of director

.................................. Name of director

.................................. Signature of director/secretary

.................................. Name of director/secretary

EXECUTED as a deed by                    )
BARCLAYS BANK PLC                        )
acting by a director and its             )
secretary or two directors               )

.................................. Signature of director

.................................. Name of director

.................................. Signature of director/secretary

.................................. Name of director/secretary

EXHIBIT 10.9

EXECUTION COPY

$50,000,000

364-DAY CREDIT AGREEMENT

among

ASPEN INSURANCE HOLDINGS LIMITED,

The Subsidiary Borrowers from Time to Time Parties Hereto,

The Several Lenders from Time to Time Parties Hereto,

CREDIT LYONNAIS NEW YORK BRANCH,

as Documentation Agent,

and

BARCLAYS BANK PLC,
as Administrative Agent and as Collateral Agent

Dated as of August 26, 2003

BARCLAYS CAPITAL, as Lead Arranger

                                TABLE OF CONTENTS

                                                                           PAGE


SECTION 1.            DEFINITIONS                                            1

         1.1      Defined Terms..............................................1
         1.2      Other Definitional Provisions.............................14

SECTION 2.            AMOUNT AND TERMS OF COMMITMENTS                       14

         2.1      Revolving Commitments.....................................14
         2.2      Procedure for Borrowing...................................14
         2.3      Fees......................................................15
         2.4      Termination or Reduction of Commitments...................15
         2.5      Optional Prepayments......................................16
         2.6      Conversion and Continuation Options.......................16
         2.7      Limitations on Eurodollar Tranches........................16
         2.8      Interest Rates and Payment Dates..........................16
         2.9      Computation of Interest and Fees..........................17
         2.10     Inability to Determine Interest Rate......................18
         2.11     Pro Rata Treatment and Payments...........................18
         2.12     Requirements of Law.......................................19
         2.13     Taxes.....................................................20
         2.14     Indemnity.................................................21
         2.15     Change of Lending Office..................................21
         2.16     Replacement of Lenders....................................21

SECTION 3.            REPRESENTATIONS AND WARRANTIES                        22

         3.1      Financial Condition.......................................22
         3.2      No Change.................................................22
         3.3      Existence; Compliance with Law............................22
         3.4      Power; Authorization; Enforceable Obligations.............23
         3.5      No Legal Bar..............................................24
         3.6      Litigation................................................24
         3.7      No Default................................................24
         3.8      Ownership of Property; Liens..............................24
         3.9      Taxes.....................................................24
         3.10     Federal Regulations.......................................24
         3.11     ERISA.....................................................25
         3.12     Investment Company Act....................................25
         3.13     Subsidiaries..............................................25
         3.14     Use of Proceeds...........................................25
         3.15     Environmental Matters.....................................25
         3.16     Accuracy of Information, etc..............................26
         3.17     Security Documents........................................26

SECTION 4.            CONDITIONS PRECEDENT                                  27

         4.1      Conditions to Initial Loans...............................27

                                       i

         4.2      Conditions to Each Loan...................................28
         4.3      Conditions to Certain Loans...............................28
         4.4      Conditions for Additional Subsidiary Borrowers............28

SECTION 5.            AFFIRMATIVE COVENANTS                                 29

         5.1      Financial Statements......................................29
         5.2      Certificates; Other Information...........................29
         5.3      Payment of Obligations....................................30
         5.4      Material Subsidiaries.....................................30
         5.5      Maintenance of Existence; Compliance......................31
         5.6      Maintenance of Property; Insurance........................31
         5.7      Inspection of Property; Books and Records; Discussions....31
         5.8      Notices...................................................31
         5.9      Environmental Laws........................................32
         5.10     Subsidiary Guarantees.....................................32
         5.11     Shareholder Resolution....................................32

SECTION 6.            NEGATIVE COVENANTS                                    32

         6.1      Financial Condition Covenants.............................32
         6.2      Indebtedness..............................................33
         6.3      Disposition of Property...................................33
         6.4      Restricted Payments.......................................34
         6.5      Investments...............................................34
         6.6      Liens.....................................................34
         6.7      Clauses Restricting Subsidiary Distributions..............36
         6.8      Lines of Business.........................................36

SECTION 7.            EVENTS OF DEFAULT                                     36


SECTION 8.            THE AGENTS                                            39

         8.1      Appointment...............................................39
         8.2      Delegation of Duties......................................39
         8.3      Exculpatory Provisions....................................39
         8.4      Reliance..................................................40
         8.5      Notice of Default.........................................41
         8.6      Non-Reliance on Agents and Other Lenders..................41
         8.7      Indemnification...........................................41
         8.8      Agent in Its Individual Capacity..........................42
         8.9      Successor Administrative Agent and Collateral Agent.......42
         8.10     Documentation Agent.......................................43

SECTION 9.            MISCELLANEOUS                                         43

         9.1      Amendments and Waivers....................................43
         9.2      Notices...................................................44
         9.3      No Waiver; Cumulative Remedies............................45
         9.4      Survival of Representations and Warranties................45
         9.5      Payment of Expenses and Taxes.............................45

                                       ii

         9.6      Successors and Assigns; Participations and Assignments....46
         9.7      Adjustments...............................................48
         9.8      Set-off...................................................49
         9.9      Counterparts..............................................49
         9.10     Severability..............................................49
         9.11     Integration...............................................49
         9.12     GOVERNING LAW.............................................49
         9.13     Submission To Jurisdiction; Waivers.......................49
         9.14     Releases of Guarantees and Liens..........................50
         9.15     Confidentiality...........................................50
         9.16     WAIVERS OF JURY TRIAL.....................................51

1.1      Commitments
3.4      Consents, Authorizations, Filings and Notices
3.13     Subsidiaries
6.2(d)   Existing Indebtedness
6.6      Existing Liens

EXHIBITS:

A        Form of Guarantee and Collateral Agreement
B        Form of Compliance Certificate
C-1      Form of Closing Certificate of the Company
C-2      Form of Closing Certificate of each Group Member (other than the
         Company)
D        Form of Assignment and Assumption
E-1      Form of Legal Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
E-2      Form of Legal Opinion of Appleby, Spurling & Kempe
E-3      Form of Legal Opinion of Simpson Thacher & Bartlett LLP
F        Form of Exemption Certificate
G        Form of Company Note
H        Form of Subsidiary Borrower Note
I        Form of Notice of Conversion/Continuation
J        Form of Subsidiary Borrower Agreement
K        Form of UK Charge Over Shares

CREDIT AGREEMENT (this "Agreement"), dated as of August 26, 2003, among ASPEN INSURANCE HOLDINGS LIMITED, a Bermuda exempted limited liability company (the "Company"), the other Subsidiary Borrowers (as defined below) (together with the Company, collectively, the "Borrowers" and individually, a "Borrower"), the several banks and other financial institutions or entities from time to time parties to this Agreement (the "Lenders"), Credit Lyonnais New York Branch, as documentation agent (in such capacity, the "Documentation Agent"), and BARCLAYS BANK PLC, as administrative agent and collateral agent.

The parties hereto hereby agree as follows:

Section 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the terms listed in this
Section 1.1 shall have the respective meanings set forth in this Section 1.1.

"ABR": for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate" shall mean the rate of interest per annum publicly announced from time to time by Barclays Bank PLC as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by Barclays Bank PLC in connection with extensions of credit to debtors). Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

"ABR Loans": Loans the rate of interest applicable to which is based upon the ABR.

"Adjustment Date": as defined in Annex A.

"Administrative Agent": Barclays Bank PLC, as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors.

"Affiliate": as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" of a Person means the power, directly or indirectly, either to (a) vote 20% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

"Agents": the collective reference to the Documentation Agent, the Administrative Agent and the Collateral Agent.

"Aggregate Exposure": with respect to any Lender at any time, an amount equal to the amount of such Lender's Commitment then in effect or, if the Commitments have been terminated, the amount of such Lender's Loans then outstanding.

"Aggregate Exposure Percentage": with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender's Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

"Agreement": as defined in the preamble hereto.

"Applicable Amendment": in the case of any consent set forth in Part II of Schedule 3.4, an amendment to the document to which such consent relates which deletes from such document the section thereof to which such consent relates or amends the section thereof such that consent is no longer required.

"Applicable Margin": the rate per annum set forth under the relevant column heading in Annex A.

"Approved Fund": as defined in Section 9.6(b).

"Assignee": as defined in Section 9.6(b).

"Assignment and Assumption": an Assignment and Assumption, substantially in the form of Exhibit D.

"Assumed Premiums": premiums accepted by an insurance company in exchange for accepting all or part of insurance on a risk or exposure.

"Available Commitment": as to any Lender at any time, an amount equal to the excess, if any, of (a) such Lender's Commitment then in effect over (b) such Lender's Loans then outstanding.

"Benefitted Lender": as defined in Section 9.7.

"Bermuda Companies Law": The Companies Act of 1981 of Bermuda, as amended, and the regulations promulgated thereunder.

"Bermuda Insurance Law": The Insurance Act of 1978 of Bermuda, as amended, and the regulations promulgated thereunder.

"Board": the Board of Governors of the Federal Reserve System of the United States (or any successor).

"Borrowers": as defined in the preamble hereto.

"Borrowing Date": any Business Day specified by the Company as a date on which the Company requests the relevant Lenders to make Loans hereunder.

"Business": as defined in Section 3.14(b).

"Business Day": a day other than a Saturday, Sunday or other day on which commercial banks in New York City, Bermuda and London are authorized or required by law to close, provided, that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

"Capital Lease Obligations": as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the

amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

"Capital Stock": any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

"Cash Equivalents": (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least `A-1' by Standard & Poor's Ratings Services ("S&P") or `P-1' by Moody's Investors Service, Inc. ("Moody's"), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least `A' by S&P or `A' by Moody's; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; or (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended,
(ii) are rated `AAA' by S&P and `Aaa' by Moody's and (iii) have portfolio assets of at least $5,000,000,000.

"Ceded Premiums": premiums paid to an assuming company in exchange for that company accepting all or part of insurance on a risk or exposure.

"Change of Control": any of the following: (i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") other than Wellington Underwriting plc, the Company or any Subsidiary), shall become, or obtain rights (whether by means or warrants, options or otherwise (other than any such warrants, options or other rights which are not exercisable prior to August 26, 2006)) to become, the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of shares of Capital Stock representing more than 50% of the total voting power of any Borrower; or (ii) the board of directors of any Borrower shall cease to consist of a majority of Continuing Directors.

"Closing Date": the date on which the conditions precedent set forth in
Section 4.1 shall have been satisfied, which date is August 29, 2003.

"Code": the Internal Revenue Code of 1986, as amended from time to time.

"Collateral": Capital Stock of the Material Subsidiaries now owned or hereafter acquired upon which a Lien is purported to be created by any Security Document.

"Collateral Agent": Barclays Bank PLC, as the collateral agent for (a) the Administrative Agent and the Lenders under this Agreement and the other Loan Documents and (b) the Administrative Agent and the Lenders under the Other Agreement.

"Commitment": as to any Lender, the obligation of such Lender to make Loans during the Commitment Period in an aggregate principal amount not to exceed, at any one time outstanding, the amount set forth under the heading "Commitment" opposite such Lender's name on Schedule 1.1 or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Commitments is $50,000,000.

"Commitment Period": the period from and including the Closing Date to the Termination Date.

"Commonly Controlled Entity": an entity, whether or not incorporated, that is under common control with the Company or any Subsidiary within the meaning of Section 4001 of ERISA or is part of a group that includes the Company or any Subsidiary and that is treated as a single employer under Section 414 of the Code.

"Company": as defined in the preamble hereto.

"Compliance Certificate": a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.

"Computation Period": as defined in Section 2.3(a).

"Confidential Information Memorandum": the Confidential Information Memorandum dated June 2003 and furnished to certain Lenders.

"Consent Event": shall occur (i) with respect to the Company, at such time as the aggregate Pound Sterling equivalent of the then outstanding Loans and the Other Loans made to the Company exceed (x) 49,000,000 Pounds Sterling or
(y) when added to the aggregate then Pound Sterling equivalent of all other then outstanding borrowings or other indebtedness and liabilities of the Company in the nature of borrowings, 200,000,000 Pounds Sterling (in each case other than in relation to policy claims in the ordinary course of trading) and (ii) with respect to Aspen Insurance UK Services Limited, at such time as the aggregate Pound Sterling equivalent of the then outstanding Loans and the Other Loans made to the Borrowers exceed (x) 49,000,000 Pounds Sterling or (y) when added to the aggregate then Pound Sterling equivalent of all other then outstanding borrowings or other indebtedness and liabilities of Aspen Insurance UK Services Limited in the nature of borrowings, 200,000,000 Pounds Sterling (in each case other than in relation to policy claims in the ordinary course of trading).

"Consolidated Leverage Ratio": as of the last day of any fiscal quarter
(expressed as a percentage), Consolidated Total Debt, divided by the sum of (i)
Consolidated Total Debt and (ii) Consolidated Tangible Net Worth.

"Consolidated Net Income": for any period, the consolidated net income (or loss) of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a

Subsidiary of the Company or is merged into or consolidated with the Company or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Company) in which the Company or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Company or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Company to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation or Requirement of Law applicable to such Subsidiary.

"Consolidated Tangible Net Worth": (a) of the Company at any date, the consolidated stockholders' equity of the Company and its Subsidiaries less their consolidated Intangible Assets, all determined on a consolidated basis as of such date in accordance with GAAP. For purposes of this definition, "Intangible Assets" means the amount (to the extent reflected in determining such consolidated stockholders' equity) of (i) all write-ups subsequent to December 31, 2002 in the book value of any asset owned by the Company or a consolidated Subsidiary (other than in connection with the valuation of investments in readily marketable securities in accordance with GAAP and past practice), (ii) all unamortized debt discount and expense, unamortized deferred charges, deferred acquisition costs (excluding acquisition costs incurred in the ordinary course of business associated with underwriting insurance and/or reinsurance business), goodwill, patents, trademarks, service marks, trade names, anticipated future benefit of tax loss carry-forwards, copyrights, organization or developmental expenses and other intangible assets and (iii) all investments in or advances to Affiliates; and

(b) of any Insurance Subsidiary at any date, the consolidated stockholders' equity of such Insurance Subsidiary and its Subsidiaries less their consolidated Intangible Assets, all determined on a consolidated basis as of such date in accordance with GAAP. For purposes of this definition, "Intangible Assets" means the amount (to the extent reflected in determining such consolidated stockholders' equity) of (i) all write-ups subsequent to December 31, 2002 in the book value of any asset owned by such Insurance Subsidiary or a consolidated Subsidiary thereof (other than in connection with the valuation of investments in readily marketable securities in accordance with GAAP and past practice) and (ii) all unamortized debt discount and expense, unamortized deferred charges, deferred acquisition costs (excluding acquisition costs incurred in the ordinary course of business associated with underwriting insurance and/or reinsurance business), goodwill, patents, trademarks, service marks, trade names, anticipated future benefit of tax loss carry-forwards, copyrights, organization or developmental expenses and other intangible assets.

"Consolidated Total Debt": at any date, the aggregate principal amount of all Indebtedness of the Company and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

"Continuing Directors": the directors of any Borrower on the Closing Date or replacement directors nominated by an existing shareholder of any Borrower or appointed by an existing director or a quorum of the board of directors as set forth in the relevant organizational documents for such Borrower.

"Contractual Obligation": as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

"Default": any of the events specified in Section 7, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

"Direct Premium": the Dollar amount charged when a policyholder contracts for insurance coverage before reinsurance has been ceded and/or assumed.

"Disposition": with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms "Dispose" and "Disposed of" shall have correlative meanings.

"Documentation Agent": as defined in the preamble hereto.

"Dollars" and "$": dollars in lawful currency of the United States.

"Environmental Laws": any and all applicable foreign, Federal, state, local or municipal laws, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability relating to (a) pollution or protection of the environment, (b) exposure of Person to hazardous emissions or releases of Hazardous Materials,
(c) protection of the public health or welfare from the effects of products; by-products, emissions or releases of Hazardous Materials and (d) regulation of the manufacture, use or introduction into commerce of Hazardous Materials.

"ERISA": the Employee Retirement Income Security Act of 1974, as amended from time to time.

"Eurocurrency Reserve Requirements": for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

"Eurodollar Base Rate": with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen), the "Eurodollar Base Rate" shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits at or about 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein.

"Eurodollar Loans": Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

"Eurodollar Rate": with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

"Eurodollar Tranche": the collective reference to Eurodollar Loans the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

"Event of Default": any of the events specified in Section 7, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

"Excluded Taxes": means, with respect to the Administrative Agent, the Collateral Agent, any Lender or any other recipient (each of the foregoing, a "Recipient") of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) the net income of such Recipient by the United States of America, or by the jurisdiction under the laws of which such Recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed on such Recipient by the United States of America or any similar tax imposed on such Recipient by any other jurisdiction in which such Borrower is located or (c) any U.S. and United Kingdom withholding tax that is in effect and would apply to amounts payable to (i) a Lender (other than a Lender on the Closing Date) at the time such Lender becomes a party to this Agreement, (ii) any Lender at the time such Lender designates a new lending office, except to the extent such Lender (or its Assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from any Borrower with respect to withholding tax pursuant to
Section 2.13(a) subject to the Borrower's rights under Section 2.15 and Section 2.16 or (iii) any Person at the time such Person becomes a Participant as specified in Section 9.6 (except to the extent provided for in section 9.6(c)(ii)).

"Facility Fee": as defined in Section 2.3(a).

"Facility Fee Rate": the rate per annum set forth under the relevant column heading in Annex A.

"Federal Funds Effective Rate": for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

"Fee Payment Date": (a) the third Business Day following the last day of each March, June, September and December after the Closing Date and (b) the last day of the Commitment Period.

"Funding Office": the office of the Administrative Agent specified in
Section 9.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Company and the Lenders.

"GAAP": generally accepted accounting principles in the United States as in effect from time to time and set forth in any rule, regulation, opinion or pronouncement of the Accounting Principles Board and the American Institute of Certified Public Accountants and any rule, regulation, opinion or pronouncement of the Financial Accounting Standards Board (or agencies with similar functions of comparables stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination.

"Governmental Authority": any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners, the U.K. Financial Services Authority and the Bermuda Monetary Authority).

"Group Members": the collective reference to the Company and its respective Subsidiaries.

"Guarantee and Collateral Agreement": the Guarantee and Collateral Agreement to be executed and delivered by the Company and each Subsidiary Guarantor, substantially in the form of Exhibit A.

"Guarantee Obligation": as to any Person (the "guarantor"), means any obligation, including a reimbursement, counterindemnity or similar obligation, of the guarantor that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness of any other third Person (the "primary obligor") in any manner, whether directly or indirectly, including any obligation of the guarantor, whether or not contingent, (i) to purchase any such Indebtedness or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such Indebtedness or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor so as to enable the primary obligor to pay Indebtedness or other obligation, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness or (iv) otherwise to assure or hold harmless the owner of any such Indebtedness against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guarantor shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee Obligation is made as such amount may be reduced from time to time and (b) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, as such amount may be reduced from time to time unless such Indebtedness and the maximum amount for which such guarantor may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guarantor's maximum reasonably anticipated liability in respect thereof as determined by the Company in good faith.

"Hazardous Materials": means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes.

"Indebtedness": of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such Person's business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety

bonds or similar arrangements, (g) the liquidation value of all mandatorily redeemable preferred Capital Stock of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and (j) Indebtedness of any partnership in which such Person is a general partner to the extent that applicable law requires that such Person is liable for such Indebtedness unless the terms of such Indebtedness expressly provide that such Person is not so liable.

"Information": as defined in Section 9.15.

"Insolvency": with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

"Insolvent": pertaining to a condition of Insolvency.

"Insurance Subsidiary": a Subsidiary of the Company engaged in the insurance and/or reinsurance business.

"Interest Payment Date": (a) as to any ABR Loan, the last day of each March, June, September and December to occur while such Loan is outstanding and the Termination Date, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any Loan (other than any Loan that is an ABR Loan), the date of any repayment or prepayment made in respect thereof.

"Interest Period": as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Company in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Company by irrevocable notice to the Administrative Agent not later than 2:00 P.M., London time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii) the Company may not select an Interest Period that would extend beyond the Termination Date; and

(iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.

"Lenders": as defined in the preamble hereto.

"Lien": any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other), charge or other security interest or any other security agreement (including the interest of a vendor or lessor in any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

"Loan": any loan made by any Lender pursuant to this Agreement.

"Loan Documents": this Agreement, the Security Documents, the Notes, any other documents or instruments executed or delivered in connection herewith or therewith and any amendment, waiver, supplement or other modification to any of the foregoing.

"Loan Parties": each Group Member that is a party to a Loan Document as a Borrower, grantor of Liens on the Collateral or Subsidiary Guarantor.

"Material Adverse Effect": a material adverse effect on (a) the business, assets, liabilities, property or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

"Material Subsidiary": at any time, any Subsidiary (i) the total consolidated assets or total consolidated revenues of which and its Subsidiaries exceed 10% of the total consolidated assets or gross consolidated revenues, respectively, of the Company and its Subsidiaries on a consolidated basis at the end of or for, respectively, the then most recently completed fiscal quarter of the Company for which financial statements shall have been delivered to the Lenders as described in Section 3.1 or pursuant to Section 5.1 and/or (ii) the net assets of which exceed $100,000,000 at the end of the then most recently completed fiscal quarter of the Company for which financial statements shall have been delivered to the Lenders as described in Section 3.1 or pursuant to
Section 5.1 (accounting terms used in this definition have the meanings given to them under GAAP).

"Multiemployer Plan": a Plan that is a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

"Net Cash Proceeds": in connection with any issuance or sale of Capital Stock by the Company, the cash proceeds received from such issuance or sale, net of attorneys' fees and disbursements, investment banking fees and disbursements, accountants' fees and disbursements, underwriting fees, discounts and commissions, printing expenses, any governmental or exchange fees incurred (or reasonably expected to be incurred) and other customary fees and expenses actually incurred in connection therewith.

"Net Written Premiums": of any Person, Direct Premiums written by such Person, plus Assumed Premiums of such Person, minus Ceded Premiums of such Person, determined in accordance with GAAP.

"Non-Excluded Taxes": as defined in Section 2.13(a).

"Non-U.S. Lender": as defined in Section 2.13(e).

"Notes": the collective reference to any promissory note evidencing Loans, substantially in the form of Exhibit G or Exhibit H, as the case may be.

"Obligations": the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of any Borrower to the Administrative Agent, the Collateral Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, fees, indemnities, costs, expenses or otherwise (including all reasonable fees, charges and disbursements of counsel to the Administrative Agent, the Collateral Agent or to any Lender that are required to be paid by the Borrowers pursuant hereto).

"Other Administrative Agent": the Administrative Agent (as defined in the Other Credit Agreement).

"Other Aggregate Exposure": Aggregate Exposure (as defined in the Other Credit Agreement).

"Other Commitments": Commitments (as defined in the Other Credit Agreement).

"Other Credit Agreement": the 3-Year Credit Agreement, dated as of the date hereof among the Company, the Subsidiary Borrowers, the several banks and other financial institutions or entities from time to time parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent and as collateral agent, as amended, supplemented or otherwise modified or replaced from time to time.

"Other Lenders": the Lenders (as defined the Other Credit Agreement).

"Other Loans": Loans (as defined in the Other Credit Agreement).

"Other Taxes": any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

"Participant": as defined in Section 9.6.

"PBGC": the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

"Person": an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

"Plan": at a particular time, any employee benefit plan that is covered by ERISA and in respect of which a Borrower, a Subsidiary or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA responsible for contributing to or under or having any liability in respect of an employee benefit plan or Multiemployer Plan.

"Pledged Stock": the Capital Stock pledged pursuant to the Guarantee and Collateral Agreement and the UK Charge Over Shares.

"Pound Sterling" or "(pound)": the lawful money of the United Kingdom.

"Pricing Grid": the table set forth on Annex A.

"Private Act": separate legislation enacted in Bermuda with the intention that such legislation applies specifically to a Borrower or a Subsidiary Guarantor in whole or in part.

"Projections": as defined in Section 3.16.

"Properties": as defined in Section 3.15(d).

"Proportionate Share": as defined in Section 2.3.

"Register": as defined in Section 9.6.

"Regulation D": Regulation D of the Board as in effect from time to time.

"Regulation U": Regulation U of the Board as in effect from time to time.

"Reorganization": with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

"Reportable Event": any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg.ss. 4043.

"Required Lenders": at any time, the holders of more than 50% of the Total Commitments then in effect or, if the Commitments have been terminated, the Total Loans then outstanding.

"Requirement of Law": as to any Person, the Memorandum of Association or the Certificate of Incorporation and By-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

"Responsible Officer": the chief executive officer, president or chief financial officer of a Borrower, but in any event, with respect to financial matters, the chief financial officer or the finance director of such Borrower.

"Restricted Payments": as defined in Section 6.4.

"SEC": the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

"Security Documents": the collective reference to the Guarantee and Collateral Agreement, the UK Charge Over Shares and all other security documents hereafter delivered to the Collateral Agent granting a Lien on the Capital Stock of the Material Subsidiaries to secure the obligations and liabilities of any Loan Party under any Loan Document.

"Single Employer Plan": any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

"Solvency Ratio": on the last day of any period of four consecutive fiscal quarters (or, if less, the number of full fiscal quarters subsequent to the Closing Date), (a) of the Company, Net Written Premiums of all Insurance Subsidiaries of the Company during such period, divided by Consolidated Tangible Net Worth of the Company on such day and (b) of any Insurance Subsidiary which is a Material Subsidiary, Net Written Premiums of such Insurance Subsidiary during such period, divided by Consolidated Tangible Net Worth of such Insurance Subsidiary on such day, in each case, expressed as a percentage.

"Subsidiary": as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned by such Person. Unless otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of the Company.

"Subsidiary Borrowers": collectively, each Material Subsidiary of the Company that shall become a Borrower under this Agreement upon satisfaction of the conditions precedent set forth in Section 4.3.

"Subsidiary Guarantor": each Subsidiary of the Company which is not an Insurance Subsidiary.

"Termination Date": August 27, 2004.

"Total Commitments": at any time, the aggregate amount of the Commitments then in effect.

"Total Loans": at any time, the aggregate principal amount of the Loans outstanding at such time.

"Transferee": any Assignee or Participant.

"Type": as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.

"UK Charge Over Shares": the Charge Over Shares, dated as of the date hereof made by the Company in favor of the Collateral Agent, as amended, supplemented or otherwise modified or replaced from time to time substantially in the form of Exhibit K.

"UK Insurance Subsidiary": Aspen Insurance UK Limited, a company incorporated under the laws of England and Wales with registered number 1184193.

"United States": the United States of America.

"Utilization Fee": as defined in Section 2.3.

"Utilization Fee Rate": the rate per annum set forth under the relevant column heading in Annex A.

1.2 Other Definitional Provisions. (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation",
(iii) the word "incur" shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words "incurred" and "incurrence" shall have correlative meanings), (iv) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, and (v) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time.

(c) The words "hereof", "herein" and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

Section 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make Loans to the Borrowers from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding which does not exceed the amount of such Lender's Commitment. During the Commitment Period the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part, and, reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6; provided, however, that until such time as the Company shall have received subsequent to the date hereof gross proceeds of at least $200,000,000 from the issuance of shares of its common Capital Stock, the sum of the aggregate principal amount of the Loans outstanding at any time under this Agreement and the aggregate principal amount of the Loans (as defined therein) then outstanding under the Other Credit Agreement shall not exceed $120,000,000. When the Company has received gross proceeds of at least $200,000,000 from the issuance of shares of its Common Stock, the Company shall provide written notice thereof to the Administrative Agent.

(b) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to such Borrower.

2.2 Procedure for Borrowing. Any Borrower may borrow during the Commitment Period on any Business Day, provided that the Company (on its behalf or such Subsidiary Borrower, as the case may be) shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 2:00 P.M., London time, (a) three Business Days prior to the requested Borrowing Date, in

the case of Eurodollar Loans, or (b) on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed,
(ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate Available Commitments are less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Company, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the applicable Borrower at the Funding Office prior to 5:00 P.M., London time, on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the applicable Borrower by the Administrative Agent crediting the account of such Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

2.3 Fees. Each Borrower agrees to pay its pro rata share (calculated, for any day, based on the percentage which the principal amount of the Loans outstanding to such Borrower at the close of business on such day constitutes of the then aggregate principal amount of the Loans to all Borrowers (in the case of each Borrower, its "Proportionate Share")), provided, that at any time when no Loans are outstanding, the pro rata share of the Company shall be deemed to be 100%) to the Administrative Agent for the account of each Lender which has a then effective Commitment or a then outstanding Loan a facility fee (a "Facility Fee") for the period from and including the date hereof to the last day upon which such Lender's Commitment shall have terminated and such Lender's Loans shall have been paid in full, computed at the Facility Fee Rate on the average daily amount of the Commitment of such Lender (whether or not utilized) during the period (the "Computation Period") for which payment is made (or, if any Lender continues to have any Loans after its Commitment terminates, on the average daily amount of such Lender's Loans from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Loans outstanding), payable quarterly in arrears on each Fee Payment Date, commencing on the first such date to occur after the date hereof.

(b) The Borrowers agree to pay to the Administrative Agent for the account of each Lender, in arrears on each Fee Payment Date, a utilization fee (a "Utilization Fee") based upon the average daily amount of the outstanding Loans of such Lender at a rate per annum equal to the Utilization Fee Rate when and for as long as the aggregate outstanding principal amount of the sum of (a) the Loans hereunder plus (b) the aggregate principal amount of the Loans (as defined therein) under the Other Credit Agreement exceeds 60% of the sum of (x) the aggregate Commitments hereunder and (y) the aggregate amount of the Commitments (as defined therein) under the Other Credit Agreement. Payments made by the Borrowers hereunder shall be made in accordance with each Borrower's Proportionate Share.

(c) The Company agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent and to perform any other obligations contained therein.

2.4 Termination or Reduction of Commitments. The Company shall have the right, upon not less than five Business Days' notice to the Administrative Agent, to terminate the Commitments or, from time to time, to reduce the amount of the Commitments; provided that no such termination or reduction of Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, the Total Loans would exceed the Total Commitments. Any such reduction shall be in an amount equal to $5,000,000, or a whole multiple thereof, and shall reduce permanently the Commitments then in effect.

2.5 Optional Prepayments. Each Borrower may at any time and from time to time prepay the Loans made by the Lenders to such Borrower, in whole or in part, without premium or penalty, upon irrevocable notice delivered by the Company to the Administrative Agent no later than 2:00 P.M., London time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 P.M., London time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, such Borrower shall also pay any amounts owing pursuant to Section 2.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of ABR Loans and Eurodollar Loans for all Borrowers shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.

2.6 Conversion and Continuation Options. (a) The Company may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit I no later than 2:00 P.M., London time, on the proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Company may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 2:00 P.M., London time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default or Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving irrevocable notice to the Administrative Agent, substantially in the form of Exhibit I hereto in accordance with the applicable provisions of the term "Interest Period" set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan may be continued as such when any Event of Default or Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuations, and provided, further, that if the Company shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.7 Limitations on Eurodollar Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than ten Eurodollar Tranches shall be outstanding at any one time.

2.8 Interest Rates and Payment Dates. Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.

(b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.

(c) (i) So long as any Event of Default shall have occurred and be continuing, the principal amount of all Loans shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2% and (ii) if all or a portion of any interest payable on any Loan or any Facility Fee or Utilization Fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to ABR Loans plus 2%, in each case as described in this clause (ii), from the date of such non-payment until such amount is paid in full (as well after as before judgment).

(d) Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.

2.9 Computation of Interest and Fees. (a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Federal Funds Effective Rate, the interest thereon shall be calculated on the basis of a 365- (or 366, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Company and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Company and the relevant Lenders of the effective date and the amount of each such change in interest rate.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on each Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall deliver to the Company a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.8(a).

2.10 Inability to Determine Interest Rate. If prior to the first day of any Interest Period:

(a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon each Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

(b) the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the Company and the relevant Lenders as soon as practicable thereafter. Upon receipt of such notice, the Borrower may revoke any notice of borrowing, conversion or continuation then submitted by it. If the Borrower does not revoke such notice, then (x) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar

Loans shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Company have the right to convert Loans to Eurodollar Loans.

2.11 Pro Rata Treatment and Payments. (a) Each borrowing by any Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the Lenders' respective Commitments, and each payment by any Borrower on account of any Facility Fee or Utilization Fee shall be made pro rata to each Lender according to the respective amounts thereof owing pursuant to Section 2.3(a) or Section 2.3(b), as the case may be.

(b) Each payment (including each prepayment) by any Borrower on account of principal of and interest on the Loans made to it shall be made pro rata according to the respective outstanding principal amounts of such Loans then held by the Lenders.

(c) All payments (including prepayments) to be made by any Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 5:00 P.M., London time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(d) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender's share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans, on demand, from the Borrowers.

(e) Unless the Administrative Agent shall have been notified in writing by the Company prior to the date of any payment due to be made by any Borrower hereunder that such Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that such Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by such Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on

demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against such Borrower.

2.12 Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

(i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.13 and changes in the rate of tax on the overall net income of such Lender);

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate; or

(iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost (excluding taxes) to such Lender, by an amount that such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower to which such Loans were made shall pay such Lender any additional amounts necessary to compensate such Lender for such increased cost (excluding taxes) or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Company (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Company (with a copy to the Administrative Agent) of a written request therefor, the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction.

(c) A certificate as to any additional amounts payable pursuant to this
Section submitted by any Lender to the Company (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The Borrower shall pay such Lender the amount shown as due on such certificate within 10 Business Days after receipt by the Borrower. Notwithstanding anything to the contrary in this Section, the Company shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than three months prior to the date that such Lender notifies the

Company of such Lender's intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such three-month period shall be extended to include the period of such retroactive effect. The obligations of the Company pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.13 Taxes. All payments made by (or on behalf of) any Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding Excluded Taxes. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") or Other Taxes are required to be deducted or withheld from any amounts payable to the Administrative Agent or any Lender hereunder,
(i) the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, (ii) the Borrower shall deduct or withhold such amounts and
(iii) the Borrower shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law; provided, however, that no Borrower shall be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes that are attributable to such Lender's failure to comply with the requirements of paragraph (e) of this Section.

(b) In addition, each Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Each Borrower shall indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Non-Excluded Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of such Borrower hereunder (including Non-Excluded Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this
Section 2.13) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to such Borrower by a Lender or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) Whenever any Non-Excluded Taxes or Other Taxes are payable by a Borrower, as promptly as possible thereafter such Borrower shall send to the Administrative Agent for its own account or for the account of the relevant Lender, as the case may be, a certified copy of an original official receipt received by such Borrower showing payment thereof.

(e) A Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate, provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender's judgment such completion, execution or submission would not materially prejudice the legal position of such Lender. To the extent the Borrower is a "U.S. Person" as defined in Section 7701(a)(30) of the Code (a "U.S. Borrower"), each Lender (or Transferee) that is not a U.S. Person (a "Non-U.S. Lender") shall deliver to

the U.S. Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN, Form W-8ECI or, in the case of a Transferee, a Form W-81MY, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under
Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a statement substantially in the form of Exhibit F and a Form W-8BEN or, in the case of a Transferee, a Form W-8IMY, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by the U.S. Borrower under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender within 10 Business Days of the request by the U.S. Borrower. Each Non-U.S. Lender shall promptly notify the U.S. Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the U.S. Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). If any Non-U.S. Lender provides a Form W-8IMY, such Non-U.S. Lender must also attach the additional documentation that must be transmitted with the Form W-8IMY, including the appropriate forms described in this Section 2.13(e).

(f) The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.14 Indemnity. Each Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by such Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Company has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by such Borrower in making any prepayment of or conversion from Eurodollar Loans after the Company has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.15 Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.12 or 2.13(a) with respect to such Lender, it will, if requested by the Company, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event or assign its rights and obligations hereunder to an Affiliate with the object of avoiding the consequences of such event; provided, that such designation or assignment is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) or such Affiliate, as the case may be, to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations of any Borrower or the rights of any Lender pursuant to Section 2.12 or 2.13(a).

2.16 Replacement of Lenders. The Company shall be permitted to replace any Lender

that (a) requests reimbursement for amounts owing pursuant to Section 2.12 or 2.13(a) or (b) defaults in its obligation to make Loans hereunder, with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default or Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall, within 30 days of the Company's request have taken no action under Section 2.15 that eliminates the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a), (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts (including accrued interest) owing to such replaced Lender on or prior to the date of replacement, (v) the Borrowers shall be liable to such replaced Lender under Section 2.14 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto as if it were prepaid on the date of such purchase, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that each Borrower shall be obligated to pay the portion of the registration and processing fee referred to therein based on such Borrower's Proportionate Share), (viii) until such time as such replacement shall be consummated, the Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.12 or 2.13(a), as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Section 3. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans, the Company hereby represents and warrants to the Administrative Agent and each Lender that:

3.1 Financial Condition. The audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2002, and the related consolidated statement of comprehensive income and of cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from KPMG Audit Plc, present fairly the consolidated financial condition of the Company and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Company and its Subsidiaries as at March 31, 2003, and the related unaudited consolidated statements of comprehensive income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of the Company and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2002 to and including the date of this Agreement there has been no Disposition by any Group Member of any material part of its business or property.

3.2 No Change. Since December 31, 2002, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.

3.3 Existence; Compliance with Law. Each Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee

and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except where the failure to so qualify would not have a Material Adverse Effect and (d) is in compliance with all Requirements of Law (including but not limited to, the Bermuda Companies Law and Bermuda Insurance Law as applicable to the Company and each Subsidiary organized under the laws of Bermuda) except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary is subject to any Private Act.

3.4 Power; Authorization; Enforceable Obligations. (a) Subject to obtaining any consent set forth in Part II of Schedule 3.4 (unless an Applicable Amendment shall have become effective) prior to a Consent Event, each Loan Party has or will have the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, to obtain Loans hereunder, and each Loan Party has or will have taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Loans hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (A)(x) consents, authorizations, filings and notices described in Part I of Schedule 3.4, which consents, authorizations, filings and notices have been obtained or, except as noted therein, made and are in full force and effect and (y) the consents described in Part II of Schedule 3.4 (unless an Applicable Amendment shall have become effective) which consents (or amendment or amendments, as the case may be) will be obtained prior to a Consent Event, (B) consents of any applicable Governmental Authority (including, where applicable, the Bermuda Monetary Authority, the U.K. Financial Services Authority and any relevant insurance commission or analogous Governmental Authority in the United States) required in the event of the exercise by the Collateral Agent of any right (1) to control or to allow any assignee of the Collateral Agent to control any Insurance Subsidiary or (2) to sell or transfer in accordance with the terms and conditions of any Security Document any Capital Stock of any Insurance Subsidiary pledged in accordance with the terms of such Security Document (including, in such case, any consent required for the purchaser or the transferee of such Capital Stock) and (C) any consent or authorization of, filing with or notice to, the relevant insurance commission or other Governmental Authority pursuant to any applicable Requirement of Law in connection with the creation subsequent to the Closing Date in accordance with
Section 5.4 of a security interest in the Capital Stock of any Material Subsidiary which is an Insurance Subsidiary. Each Loan Document has been duly executed and delivered on behalf of each Loan Party which is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party which is a party thereto, enforceable against each Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(b) Under the laws of Bermuda in force at the date hereof, none of the Borrowers nor any Subsidiary Guarantor will be required to make any deduction or withholding from any payment it may make hereunder or under the Notes.

(c) Under the laws of Bermuda, the claims of the Collateral Agent and the Lenders against each Borrower and each Subsidiary Guarantor under this Agreement and the Notes will rank at least pari passu with the claims of all its other unsecured creditors, except creditors whose claims are preferred solely by any bankruptcy, insolvency or other similar law of general application governing the enforcement of creditors' rights.

(d) In any proceedings taken in Bermuda in relation to this Agreement, the choice of New York law as the governing law of this Agreement, and any judgment obtained in the United States, will be recognized and enforced.

(e) Under the laws of Bermuda it is not necessary that this Agreement, the Notes or any other Loan Document be filed, recorded or enrolled with any court or other authority in such jurisdiction or that any stamp, registration or similar tax be paid on or in relation with this Agreement, the Notes or such other Loan Document.

3.5 No Legal Bar. Subject to obtaining any consents which may be required pursuant to Part II of Schedule 3.4 (unless an Applicable Amendment shall have become effective), the execution, delivery and performance of this Agreement and the other Loan Documents, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law (assuming compliance with any Requirement of Law relating to the consent of any Governmental Authority required in the event of the exercise by the Collateral Agent or any assignee of the Collateral Agent of any right to control any Insurance Subsidiary or to sell or transfer any Capital Stock of any Insurance Subsidiary in accordance with the terms and conditions of any Security Document (including, in such case, any consent required for the purchaser or the transferee of such Capital Stock)) or any Contractual Obligation of any Group Member and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents and except, in the case of Contractual Obligations, to the extent that the failure of any of the statements in this
Section 3.5 to be accurate could not reasonably be expected to have a Material Adverse Effect).

3.6 Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending, or, to the knowledge of any Borrower, threatened, by or against any Group Member or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect.

3.7 No Default. No Group Member is in default under or with respect to any of its Contractual Obligations in any respect that could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

3.8 Ownership of Property; Liens. Each Group Member has good title to, or a valid leasehold interest in all its real and personal property material to its business except for minor defects in title that could not reasonably be expected to have a Material Adverse Effect, and none of such property is subject to any Lien not permitted by Section 6.6.

3.9 Taxes. Each Group Member has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect); no tax Lien has been filed, and, to the knowledge of any Borrower, no claim is being asserted, with respect to any such tax, fee or other charge.

3.10 Federal Regulations. No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used for "buying" or "carrying" any "margin stock" within the

respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect. If requested by any Lender or the Administrative Agent, the Company will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.

3.11 ERISA. Neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. None of the Borrowers nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and none of the Borrowers nor any Commonly Controlled Entity would become subject to any material liability under ERISA if such Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is in Reorganization or Insolvent.

3.12 Investment Company Act. No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended.

3.13 Subsidiaries. Schedule 3.13 sets forth, as of the date of this Agreement, the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party, and such Schedule indicates each Subsidiary Guarantor as of such date.

3.14 Use of Proceeds. The proceeds of the Loans shall be used (i) to provide funding for the Insurance Subsidiaries of the Company; (ii) to finance the working capital needs of the Company and its Subsidiaries and (iii) for general corporate purposes of the Company and its Subsidiaries.

3.15 Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(a) none of the Group Members has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law;

(b) none of the Group Members has become subject to liability under any Environmental Law;

(c) none of the Group Members has received notice of any claim with respect to any liability under any Environmental Law;

(d) the facilities and properties owned, leased or operated by any Group Member (the "Properties") do not contain any Hazardous Materials in amounts or concentrations or under circumstances that could reasonably be expected to give rise to liability under, any Environmental Law; and

(e) Hazardous Materials have not been transported or disposed of by any Group Member in a manner or to a location that could reasonably be expected to give rise to liability under any Environmental Law.

3.16 Accuracy of Information, etc. To the best of the Company's knowledge, the Confidential Information Memorandum, taken as a whole, is correct in all material respects as of the date thereof and does not, as of the date thereof, contain any untrue statement of a material fact or omit any material fact necessary to make the statements therein (taken as a whole) not misleading as of such date in light of the circumstances under which they made; provided, however, that this representation does not extend to (i) financial projections and other forward looking statements contained in the Confidential Information Memorandum (the "Projections") and (ii) information in the Confidential Information Memorandum which is referenced to a specific source or derived from public or other sources. The Projections contained in the Confidential Information Memorandum have been prepared in good faith based upon assumptions reasonably believed by the Company to be reasonable, it being understood, and the Administrative Agent and each Lender understands that the Projections are subject to significant uncertainties and contingencies many of which are beyond the control of the Company and there can be no assurances that such Projections will be realized.

No written statement or information delivered by any Loan Party to the Administrative Agent, the Collateral Agent or the Lenders contained in this Agreement or any other Loan Document, taken as a whole, contains any untrue statement of a material fact or omits any material fact necessary to make the statements therein (taken as a whole) not misleading as of the date of such statement or information in light of the circumstances under which they were provided.

3.17 Security Documents. The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof subject to (i) the consent of any applicable Governmental Authority required by any applicable Requirement of Law in the event of the exercise by the Collateral Agent of any right (A) to control or to allow any assignee of the Collateral Agent to control any Insurance Subsidiary or (B) to sell or transfer any Capital Stock (including, in such case, any consent required for the purchaser or the transferee of such Capital Stock). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Collateral Agent and Uniform Commercial Code financing statements are filed in the applicable filing offices, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties organized under the laws of the United States in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person. A priority interest in the Collateral of any Material Subsidiary organized under the laws of Bermuda will be created in Bermuda upon the registration of a charge with the Registrar of Companies. The UK Charge Over Shares is effective to create in favor of the Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the UK Charge Over Shares, the UK Charge Over Shares shall constitute a fully perfected Lien on, and security interest in, such Pledged Stock of the Material Subsidiary organized under the laws of the United Kingdom when stock certificates representing such Pledged Stock are delivered to the Collateral Agent and upon any applicable registration of the share charges at the Companies House.

Section 4. CONDITIONS PRECEDENT

4.1 Conditions to Initial Loans. The agreement of each Lender to make the initial Loans requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such Loans, of the following conditions precedent:

(a) Credit Agreement; Guarantee and Collateral Agreement; UK Charge Over Shares; Acknowledgement and Consent. The Administrative Agent shall have received (i) this Agreement, executed and delivered by the Administrative Agent, each Borrower and each Person listed on Schedule 1.1, (ii) the Guarantee and Collateral Agreement, executed and delivered by each Borrower and each Subsidiary Guarantor, (iii) an Acknowledgement and Consent of each Material Subsidiary substantially in the form attached to the Guarantee and Collateral Agreement as Annex 1 and (iv) the UK Charge Over Shares, executed and delivered by the Collateral Agent and the Company.

(b) Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date. All such amounts will be paid with proceeds of Loans made on the Closing Date and will be reflected in the funding instructions given by the Company to the Administrative Agent on or before the Closing Date.

(c) Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of the Company, dated the Closing Date, substantially in the form of Exhibit C-1 and a certificate of each other Group Member, dated the Closing Date, substantially in the form of Exhibit C-2, in each case, with appropriate insertions and attachments, including the Memorandum of Association, Articles of Incorporation or other organizational documents for each Loan Party certified by the appropriate Governmental Authority of Bermuda, in the case of the Company, and by the appropriate Governmental Authority of the relevant jurisdiction of organization, in the case of each other Loan Party, and By-laws for each Loan Party and (ii) a certificate of compliance/good standing for each Loan Party from its jurisdiction of organization.

(d) Legal Opinions. The Administrative Agent shall have received the following executed legal opinions:

(i) the legal opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., New York counsel to the Company and its Subsidiaries, substantially in the form of Exhibit E-1;

(ii) the legal opinion of Appleby, Spurling & Kempe counsel to the Company, substantially in the form of Exhibit E-2; and

(iii) the legal opinion of Simpson Thacher & Bartlett LLP, counsel to the Administrative Agent, the Collateral Agent and the Lenders, substantially in the form of Exhibit E-3.

Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

(e) Pledged Stock; Stock Powers. The Collateral Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed

in

blank by a duly authorized officer of the pledgor thereof and (ii) the certificates representing the shares of Capital Stock pledged pursuant to the UK Charge Over Shares, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (iii) satisfactory evidence that all registrations and other actions necessary under the laws of the jurisdiction of organization of the issuer of any such pledged Capital Stock to perfect the Lien thereon created by the applicable Security Document shall have been completed, including, in the case of any Material Subsidiary organized under the laws of Bermuda, registration of a charge with the Registrar of Companies.

(f) Uniform Commercial Code Financing Statements. All documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording.

4.2 Conditions to Each Loan. The agreement of each Lender to make any Loan requested to be made by it on any date (including, without limitation, its initial Loan) is subject to the satisfaction of the following conditions precedent:

(a) Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct on and as of such date as if made on and as of such date (except where such representation and warranty speaks of a specific date in which case such representation and warranty shall be true and correct as of such date).

(b) No Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

Each borrowing by any Borrower hereunder shall constitute a representation and warranty by such Borrower as of the date of such borrowing that the conditions contained in this Section 4.2 have been satisfied.

4.3 Conditions to Certain Loans(a) . (a) The agreement of each Lender to make any Loan requested to be made by it on any date (including, without limitation, its initial Loan) when a Consent Event described in clause (i) of the definition of such term shall have occurred and be continuing or would result therefrom shall be subject to the receipt by the Administrative Agent of either (x) the consent with respect to the Company described in Part II of Schedule 3.4 or (y) an Applicable Amendment having become effective; a copy of such consent or Applicable Amendment, as the case may be, certified to be complete and correct by a duly authorized officer of the Company; and the Administrative Agent shall be satisfied with the form and substance thereof, and
(b) the agreement of each Lender to make any Loan requested to be made by it on any date (including, without limitation, its initial Loan) when a Consent Event described in clause (ii) of the definition of such term shall have occurred and be continuing or would result therefrom shall be subject to the receipt by the Administrative Agent of either (x) the consent with respect to Aspen UK Insurance Services Limited described in Part II of Schedule 3.4 or (y) an Applicable Amendment with respect thereto having become effective; a copy of such consent or Applicable Amendment, as the case may be, certified to be complete and correct by a duly authorized officer of Aspen UK Insurance Services Limited; and the Administrative Agent shall be satisfied with the form and substance thereof.

4.4 Conditions for Additional Subsidiary Borrowers. Any Material Subsidiary set forth

in a written notification thereof delivered by the Company to the Administrative Agent shall become a Subsidiary Borrower on the date that the following conditions precedent shall have been satisfied:

(a) Counterparts. The Administrative Agent shall have received a Subsidiary Borrower Agreement duly executed by such Subsidiary Borrower substantially in the form of Exhibit J.

(b) Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of such Subsidiary Borrower substantially in the form of Exhibit C, with appropriate insertions and attachments, including the Memorandum of Association, Articles of Incorporation or other organizational documents for such Subsidiary Borrower certified by the appropriate Governmental Authority of such Subsidiary Borrower's relevant jurisdiction of organization and the By-laws for such Subsidiary Borrower and (ii) a certificate of compliance/good standing for such Subsidiary Borrower from its jurisdiction of organization.

(c) Legal Opinions. The Administrative Agent shall have received an executed legal opinion of counsel to each Subsidiary Borrower. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

Section 5. AFFIRMATIVE COVENANTS

The Company hereby agrees that, so long as the Commitments remain in effect or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, the Company shall and shall cause each of its Subsidiaries to:

5.1 Financial Statements. Furnish to the Administrative Agent and each Lender:

(a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Company, a copy of the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of comprehensive income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year certified by KPMG Audit Plc or other independent certified public accountants of nationally recognized standing; and

(b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Company, the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of comprehensive income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments).

All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP.

5.2 Certificates; Other Information. Furnish to the Administrative Agent and each Lender (or, in the case of clause (f), to the relevant Lender):

(a) concurrently with the delivery of the financial statements referred to in Section 5.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;

(b) concurrently with the delivery of any financial statements pursuant to Section 5.1, a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer's knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and a Compliance Certificate containing all information and calculations necessary for determining compliance (i) by the Company with the provisions of Section 6.1 of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Company, as the case may be and (ii) by each Insurance Subsidiary with the provisions of Section 6.1(c) of this Agreement referred to therein as of the last day of the fiscal quarter of fiscal year of the Company, as the case may be;

(c) as soon as available, and in any event no later than 45 days after the end of each fiscal year of the Company, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Company and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto);

(d) within 45 days after the end of each fiscal quarter of the Company, a narrative discussion and analysis of the financial condition and results of operations of the Company and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the portion of the projections covering such periods and to the comparable periods of the previous year (it being understood that the delivery of the management's discussion and analysis of the Form 10-Q containing the financial statements delivered financial statements delivered pursuant to Section 5.1 shall satisfy the requirement of this
Section 5.2(d));

(e) within five days after the same are sent, copies of all financial statements and reports that the Company sends to the holders of any class of its debt securities or public equity securities and, within five days after the same are filed, copies of all financial statements and reports that the Company may make to, or file with, the SEC; and

(f) promptly, such additional financial and other information regarding the business, operations and financial conditions of the Company or any of its Subsidiaries as any Lender may from time to time reasonably request.

5.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Group Member or where the failure to pay could not reasonably be expected to have a Material Adverse Effect.

5.4 Material Subsidiaries. If at any time prior to the Termination Date, any Subsidiary of

the Company becomes a Material Subsidiary (including any Subsidiary that was formerly a Material Subsidiary the Capital Stock of which was previously released pursuant to Section 9.14(c)), then (a) subject to the receipt of any required consents or approvals described in clause (b)(ii) of this Section 5.4, the Company shall or shall cause the holder of the Capital Stock of such Material Subsidiary to (i) cause the Capital Stock of such Material Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement or, in the case of a Material Subsidiary organized under the laws of the United Kingdom, to enter into a UK Charge Over Shares substantially in the form of Exhibit K and
(ii) deliver to the Collateral Agent the certificates representing the shares of such Capital Stock, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the Subsidiary thereof and (b) in the case of any Material Subsidiary which is an Insurance Subsidiary, to the extent required under applicable Requirements of Law, (i) prepare and submit any filings or notices required by any relevant insurance commission or other Governmental Authority and (ii) use its best efforts to obtain any consent or approval required of such relevant insurance commission or other Governmental Authority, in each case as necessary in connection with the creation of a security interest in the Capital Stock of such Material Subsidiary that is an Insurance Subsidiary.

5.5 Maintenance of Existence; Compliance. (a)(i) Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, including, without limitation, all required insurance licenses of each Material Subsidiary, except, in each case, as otherwise permitted by Section 6.3 and except, in the case of clause
(ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.6 Maintenance of Property; Insurance. (a) Keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and (b) maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business.

5.7 Inspection of Property; Books and Records; Discussions. (a) Keep such books of records and account as are necessary to permit the Company and its Subsidiaries to prepare financial statements that are in conformity with GAAP and that are in compliance with all Requirements of Law relating to the maintenance of financial records (except, in the case of such Requirements of Law, to the extent that the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect) and (b) permit representatives of the Administrative Agent to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Group Members with officers and employees of the Group Members and with their independent certified public accountants.

5.8 Notices. Promptly give notice to the Administrative Agent and each Lender of:

(a) the occurrence of any Default or Event of Default;

(b) any (i) default or event of default under any Contractual Obligation of any Group Member or (ii) litigation, investigation or proceeding that may exist at any time between any Group Member and any Governmental Authority, that in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;

(c) any development or event that has had or could reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 5.7 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the relevant Group Member proposes to take with respect thereto.

5.9 Environmental Laws. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, comply with all applicable Environmental Laws.

5.10 Subsidiary Guarantees. If at any time prior to the Termination Date, the Company acquires or forms a Subsidiary (other than an Insurance Subsidiary), promptly (a) cause such Subsidiary to become a party to the Guarantee and Collateral Agreement as an additional Subsidiary Guarantor by delivering to the Collateral Agent a Joinder duly executed by such Subsidiary substantially in the form of Annex 3 to the Guarantee and Collateral Agreement; and (b) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

5.11 Shareholder Resolution. Cause to be delivered to the Administrative Agent, on or prior to the earlier of (a) October 15, 2003 and (b) the date upon which the conditions precedent set forth in Section 4.3 are satisfied, a copy of a special resolution duly adopted by the shareholders of the UK Insurance Subsidiary, which resolution shall (i) be certified as being true and correct by a director and/or secretary of such company, (ii) be in form and substance satisfactory to the Administrative Agent and (iii) amend Article 6 of the articles of association of the UK Insurance Subsidiary such that its directors may not refuse to register a transfer of shares in certain circumstances.

Section 6. NEGATIVE COVENANTS

The Company hereby agrees that, so long as the Commitments remain in effect or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

6.1 Financial Condition Covenants.

(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Company (or, if less, the number of full fiscal quarters subsequent to the Closing Date) ending with any fiscal quarter to exceed 30%.

(b) Consolidated Tangible Net Worth. Permit Consolidated Tangible Net Worth at any time to be less than the sum of (i) $700,000,000, (ii) 100% of the first $200,000,000 of Net Cash Proceeds of the issuance by the Company of shares of its Capital Stock consummated after the Closing Date and (iii) 50% of the Net Cash Proceeds of all other issuances by the Company of shares of its Capital Stock consummated after the Closing Date.

(c) Solvency Ratio. (i) Permit the Solvency Ratio of (i) the Company or (ii) any Insurance Subsidiary which is a Material Subsidiary on the last day of any period of four consecutive fiscal quarters (or, if less, the number of full fiscal quarters subsequent to the Closing Date) to be more than 135%.

6.2 Indebtedness. Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except:

(a) Indebtedness of any Loan Party pursuant to any Loan Document;

(b) Indebtedness of the Company to any Subsidiary and of any Subsidiary Guarantor to the Company or any other Subsidiary;

(c) Guarantee Obligations incurred in the ordinary course of business by the Company or any of its Subsidiaries of obligations of any Subsidiary Guarantor;

(d) Indebtedness outstanding on the date hereof and listed on Schedule 6.2(d) and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof);

(e) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding;

(f) Indebtedness for letters of credit which have been issued to reinsurance cedents or insurance clients in the ordinary course of business;

(g) Indebtedness of the Borrowers under the Other Credit Agreement, provided, that the aggregate Pound Sterling equivalent of the Loans and the Other Loans outstanding at any time shall not exceed that amount which would result in the occurrence of a Consent Event unless the applicable conditions in Section 4.3 shall have been satisfied; and

(h) additional Indebtedness of the Company or any of its Subsidiaries in an aggregate principal amount (for the Company and its Subsidiaries) not to exceed $10,000,000 at any one time outstanding.

6.3 Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's Capital Stock to any Person, except:

(a) transactions in the ordinary course of business involving current assets or other assets classified in the Company's balance sheet as available for sale or trading (as defined in FAS 115), including the disposition in the ordinary course of business of any assets in its investment portfolio;

(b) the Disposition of obsolete or worn out property in the ordinary course of business;

(c) the sale of inventory in the ordinary course of business;

(d) Dispositions permitted by clause (x) of Section 7(f)(iv);

(e) the sale or issuance of any Subsidiary's Capital Stock to the Company or any Subsidiary Guarantor; and

(f) the Disposition of other property having a fair market value not to exceed $10,000,000 in the aggregate for any fiscal year of the Company.

6.4 Restricted Payments. Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Group Member (collectively, "Restricted Payments"), except that (a) any Subsidiary may make Restricted Payments to the Company or any other Subsidiary Guarantor and (b) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Company may during any fiscal year pay cash dividends in an aggregate amount not to exceed 50% of its Consolidated Net Income for such fiscal year.

6.5 Investments. Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, "Investments"), except:

(a) extensions of trade credit in the ordinary course of business;

(b) investments in Cash Equivalents;

(c) Guarantee Obligations permitted by Section 6.2;

(d) loans and advances to employees of any Group Member in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate amount for all Group Members not to exceed $250,000 at any one time outstanding;

(e) intercompany Investments by any Group Member in any Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor or an Insurance Subsidiary;

(f) (i) Investments by Insurance Subsidiaries in the ordinary course of business and (ii) Investments by the Company and its Subsidiaries that are not Insurance Subsidiaries in Investments that, if made by an Insurance Subsidiary, would be permitted by clause (i) immediately preceding; and

(g) in addition to Investments otherwise expressly permitted by this Section, Investments by the Company or any of its Subsidiaries in an aggregate amount (valued at cost) not to exceed $25,000,000 during the term of this Agreement.

Anything in this Section 6.5 to the contrary notwithstanding, neither the Company nor any Subsidiary will make any Investments in (a) any Insurance Subsidiary that is a Material Subsidiary or (b) any Insurance Subsidiary or any other Person, that, after giving effect to such Investment, would be a Material Subsidiary that is an Insurance Subsidiary, unless, in either case, the Collateral Agent, for the benefit of the Lenders, has (or contemporaneously with such Investment, will have) a perfected Lien on all of the Capital Stock of such Material Subsidiary in accordance with the applicable Security Document.

6.6 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except:

(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Company or its Subsidiaries, as the case may be, in conformity with GAAP;

(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;

(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation;

(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e) Liens on assets of any Insurance Subsidiary pledged as collateral for Indebtedness of such Insurance Subsidiary incurred under
Section 6.2(f);

(f) Liens on assets of any Insurance Subsidiary held in a trust or other segregated account created to secure obligations of such Insurance Subsidiary under insurance and reinsurance policies;

(g) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries;

(h) Liens securing Indebtedness of the Company or any other Subsidiary incurred pursuant to Section 6.2(e) to finance the acquisition, construction or improvement of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition, construction or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased;

(i) Liens created pursuant to the Security Documents;

(j) any interest or title of a lessor under any lease entered into by the Company or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;

(k) Liens on cash and securities of any Group Member incurred as part of the management of its investment portfolio in accordance with customary portfolio management practice and not in violation of its investment policy as in effect on the date of this Agreement;

(l) Liens existing on the date hereof and listed on Schedule 6.6;

(m) Liens arising in the ordinary course of business on operating accounts maintained by any Group Member in the ordinary course of business securing obligations (other than Indebtedness) arising in the ordinary course of business in favor of the banks in which such operating accounts are maintained;

(n) attachments, judgments and similar Liens for sums not exceeding $5,000,000 in the aggregate (excluding any portion thereof covered by insurance as to which the relevant insurance company has acknowledged coverage);

(o) attachments, judgments and similar Liens for sums of $5,000,000 or more (excluding any portion thereof which is covered by insurance as to which the relevant insurance company has acknowledged coverage), provided that the execution or other enforcement of such Liens is stayed and fully bonded pending appeal;

(p) any Lien existing on property acquired in connection with an Investment made in connection with Section 6.5, provided that such Lien shall extend solely to the item or items of property so acquired and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for specific use in connection with such acquired property;

(q) restrictions and similar encumbrances created pursuant to Requirements of Law upon the sale or transferability of the Capital Stock of any Insurance Subsidiary and the exercise of any right to control any such Insurance Subsidiary; and

(r) any extension, renewal or replacement of any Lien permitted by the preceding subparagraphs of this Section 6.6, provided that no additional property (other than a substitution of like property) shall be encumbered thereby and no additional Indebtedness shall be secured thereby unless such additional Indebtedness on such property would have been permitted in connection with the original creation, incurrence or assumption of such Lien.

6.7 Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the Company, (b) make loans or advances to, or other Investments in, the Company or any other Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

6.8 Lines of Business. Enter into any business, either directly or through any Subsidiary, except for those businesses in which the Company and its Subsidiaries are engaged on the date of this Agreement or that are related thereto.

Section 7. EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

(a) any Borrower shall fail to pay any principal of any Loan when due in accordance with the terms hereof; or any Borrower shall fail to pay any interest on any Loan or any other amount payable hereunder or under any other Loan Document, within five Business Days after any such interest or other amount becomes due in accordance with the terms hereof; or

(b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or

other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made; or

(c) any Loan Party shall default in the observance or performance of any agreement contained in clause (i) or (ii) of Section
5.5 (with respect to the Borrowers only), Section 5.8(a), Section 5.11 or Section 6 of this Agreement or Sections 5.3 and 5.5(b) of the Guarantee and Collateral Agreement; or

(d) any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through
(c) of this Section), and such default shall continue unremedied for a period of 30 days after notice to the Company from the Administrative Agent or the Required Lenders; or

(e) any Group Member shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $5,000,000; or

(f) any Group Member shall enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its property or business, except for (i) the merger or consolidation of any Subsidiary of the Company with or into the Company (provided that the Company shall be the continuing or surviving corporation); (ii) the merger or consolidation by any Subsidiary Guarantor with or into any Subsidiary Guarantor; (iii) the merger or consolidation by any Subsidiary of the Company which is not a Subsidiary Guarantor with or into any other Subsidiary of the Company which is not a Subsidiary Guarantor or with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor is the surviving corporation); and (iv) the Disposition by any Subsidiary of the Company of any or all of its assets (x) to the Company or any Subsidiary Guarantor (upon voluntary liquidation or otherwise) or (y) pursuant to a Disposition permitted by Section 6.3.

(g) (i) the Company or any Material Subsidiary shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver,

trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Company or any Material Subsidiary shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Company or any Material Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Company or any Material Subsidiary any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Company or any Material Subsidiary shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause
(i), (ii), or (iii) above; or (v) the Company or any Material Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(h) one or more judgments or decrees shall be entered against any Group Member involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $5,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or

(i) any of the Security Documents shall cease, for any reason, to be in full force and effect, or any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; or

(j) the guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason, to be in full force and effect or any Loan Party shall so assert; or

(k) a Change of Control shall occur; or

(l) (i) any Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of any Group Member or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) any Group Member or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through
(vi) above, such event or condition, together with all other such events or conditions, if any, could, in the sole judgment of the Required Lenders, reasonably be expected to have a Material Adverse Effect;

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (g) above with respect to any Borrower, automatically the Commitments shall immediately terminate and the Loans (with

accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents shall immediately become due and payable, and (B) if such event is any other Event of Default, any or all of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Company declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Company, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable and (iii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall direct the Collateral Agent to exercise in respect of the Collateral, the rights and remedies under the Security Documents, subject to the provisions of Section 8.5(b) below.

Section 8. THE AGENTS

8.1 Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents and the Collateral Agent as the agent of such Lender, the Administrative Agent, the Other Administrative Agent and the Other Lenders under the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent and the Collateral Agent, as the case may be, in such capacities, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents, as applicable, and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms of this Agreement and the other Loan Documents, as applicable (and, in the case of the Collateral Agent, the Other Credit Agreement and the Security Documents), together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor the Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein (and, in the case of the Collateral Agent, in the Other Credit Agreement), or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent.

The Administrative Agent and each Lender understand and agree that all Liens created by the Security Documents on the Collateral have been created in favor of the Collateral Agent, for the benefit of the Administrative Agent, the Other Administrative Agent, the Lenders and the Other Lenders, that all rights to take remedial action with respect to the Collateral under the Security Documents have been granted to the Collateral Agent and that neither the Administrative Agent, the Other Administrative Agent, any Lender nor any Other Lender has the right to take any such remedial action with respect to the Collateral other than through the Collateral Agent.

8.2 Delegation of Duties. The Administrative Agent and the Collateral Agent may each execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither the Administrative Agent nor the Collateral Agent shall be responsible for the negligence or misconduct of any agents or attorneys in-fact selected by it with reasonable care.

8.3 Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing have resulted from its or such Person's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any

recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

8.4 Reliance. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

(b) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrowers), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under any Security Document unless it shall first receive the direction of the Administrative Agent under Section 7 of this Agreement and the Other Administrative Agent under Section 7 of the Other Credit Agreement, as applicable, or such advice or concurrence of (x) the Required Lenders (or, if so specified by this Agreement, all Lenders) and (y) the Required Lenders (as defined in the Other Credit Agreement) (or, if so specified by the Other Credit Agreement, all Other Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders and the Other Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Security Documents at the direction of the Administrative Agent under Section 7 of this Agreement and the Other Administrative Agent under Section 7 of the Other Credit Agreement, as applicable, or in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders) and the Required Lenders (as defined in the Other Credit Agreement) (or, if so specified by the Other Credit Agreement, all Other Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

8.5 Notice of Default. (a) The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless it has received notice from a Lender or the Company referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default". In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

(b) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless it has received notice from the Administrative Agent, a Lender or the Company referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default". The Collateral Agent shall take action with respect to such Default or Event of Default as shall be reasonably directed by the Administrative Agent under Section 7 of this Agreement and the Other Administrative Agent under Section 7 of the Other Credit Agreement, as applicable, or by (x) the Required Lenders (or, if so specified by this Agreement, all Lenders) and (y) the Required Lenders (as defined in the Other Credit Agreement) (or, if so specified by the Other Credit Agreement, all Other Lenders); provided that unless and until the Collateral Agent shall have received such directions, the Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders and the Other Lenders.

8.6 Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, neither the Administrative Agent nor the Collateral Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or the Collateral Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates.

8.7 Indemnification. (a) The Lenders agree to indemnify each Agent (other than the Collateral Agent) in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of each Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if

indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent's gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

(b) The Lenders agree to indemnify the Collateral Agent in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of each Borrower to do so), ratably according to the respective percentages which (i) the Aggregate Exposure of each Lender constitutes of (ii) the sum of (x) the Aggregate Exposure of all Lenders and (y) the Other Aggregate Exposure of all Other Lenders in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments and/or Other Commitments shall have terminated and the Loans and/or Other Loans shall have been paid in full, ratably in accordance with such percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against the Collateral Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the Collateral Agent's gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

8.8 Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms "Lender" and "Lenders" shall include each Agent in its individual capacity.

8.9 Successor Administrative Agent and Collateral Agent. (a) The Administrative Agent may resign as Administrative Agent upon 30 days' notice to the Lenders and the Company. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 7(a) or Section 7(g) with respect to any Borrower shall have occurred and be continuing) be subject to approval by the Company (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without

any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders under this Agreement appoint a successor agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

(b) The Collateral Agent may resign as Collateral Agent upon 30 days' notice to the Lenders, the Other Lenders and the Company. If the Collateral Agent shall resign as Collateral Agent under this Agreement, then (x) the Required Lenders under this Agreement and (y) the Required Lenders (as defined therein) under the Other Credit Agreement shall appoint from among the Lenders a successor collateral agent, which successor collateral agent shall (unless an Event of Default under Section 7(a) or Section 7(g) with respect to any Borrower shall have occurred and be continuing) be subject to approval by the Company (which approval shall not be unreasonably withheld or delayed), whereupon such successor collateral agent shall succeed to the rights, powers and duties of the Collateral Agent and the term "Collateral Agent" shall mean such successor collateral agent effective upon such appointment and approval, and the former Collateral Agent's rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holders of the Loans. If no successor collateral agent has accepted appointment as Collateral Agent by the date that is 30 days following a retiring Collateral Agent's notice of resignation, the retiring Collateral Agent's resignation shall nevertheless thereupon become effective, and the retiring Collateral Agent (after consultation with the Company) may appoint a financial institution rated at least `A' by S&P or `A' by Moody's, as a successor collateral agent. After any retiring Collateral Agent's resignation as Collateral Agent the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement and the other Loan Documents.

8.10 Documentation Agent. The Documentation Agent shall not have any duties or responsibilities hereunder in its capacity as such.

Section 9. MISCELLANEOUS

9.1 Amendments and Waivers. Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 9.1. The Required Lenders and each Loan Party which is a party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent or, as the case may be, the Collateral Agent, and each Loan Party which is a party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or the Agents or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent or the Collateral Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall (i) forgive the principal amount or extend the final scheduled date of maturity of any Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or

modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender's Commitment, in each case without the written consent of each Lender directly affected thereby;
(ii) eliminate or reduce the voting rights of any Lender under this Section 9.1 without the written consent of such Lender; (iii) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Company of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Subsidiary Guarantors from their obligations under the Guarantee and Collateral Agreement or the UK Charge Over Shares, as the case may be, in each case without the written consent of all Lenders; (iv) amend, modify or waive any provision of Section 9.7 without the written consent of all Lenders; and (v) amend, modify or waive any provision of
Section 8 without the written consent of the Administrative Agent and the Collateral Agent and provided, further, that no such waiver and no such amendment, supplement or modification with respect to the Guarantee and Collateral Agreement or the UK Charge Over Shares shall be effective unless approved in writing by the Required Lenders and the Required Lenders (as defined in the Other Agreement). Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent, the Collateral Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders, the Administrative Agent and the Collateral Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

9.2 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed as follows in the case of the Borrowers, the Administrative Agent and the Collateral Agent, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto:

The Company or any Borrower:   Aspen Insurance Holdings Limited
                               Victoria Hall
                               11 Victoria Street
                               Hamilton HM 11 Bermuda

                               Attention: Julian Cusack
                               Telecopy:  441-297-9715
                               Telephone: 441-295-8201

Administrative Agent and       Barclays Bank PLC
Collateral Agent:              5 The North Colonnade
                               Canary Wharf
                               London
                               United Kingdom E144BB

                               Attention: Craig Evans, Global
                                 Loans Agency Division
                               Telecopy:  +44 20 7773 4893
                               Telephone: +44 20 7773 2262

                                                                         45

provided that any notice, request or demand to or upon the Company, the Administrative Agent, the Collateral Agent or the Lenders shall not be effective until received.

Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

9.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent, the Collateral Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

9.4 Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.

9.5 Payment of Expenses and Taxes. The Borrowers agree (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all its out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to the Administrative Agent and the Collateral Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Company prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent and the Collateral Agent shall deem appropriate, (b) to pay or reimburse each Lender, the Administrative Agent and the Collateral Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent and the Collateral Agent, (c) to pay, indemnify, and hold each Lender, the Administrative Agent and the Collateral Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender, the Administrative Agent and the Collateral Agent and their respective officers, directors, employees, affiliates and agents (each, an "Indemnitee") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including

any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties (provided that such liability was incurred during such time as a Group Member controlled such Properties) and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause
(d), collectively, the "Indemnified Liabilities"), provided, that the Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from the gross negligence or willful misconduct of such Indemnitee. The payments by each Borrower pursuant to this Section 9.5 shall be in accordance with such Borrower's Proportionate Share. Without limiting the foregoing, and to the extent permitted by applicable law, the Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution from any Indemnitee or any other rights of recovery from any Indemnitee with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 9.5 shall be payable not later than 10 Business Days after written demand therefor and shall be accompanied by a statement setting forth in reasonable detail the source of such Indemnified Liability and the amount claimed thereunder. Statements payable by the Company pursuant to this Section 9.5 shall be submitted to Julian Cusack (Telephone No. 441-297-9715) (Telecopy No. 441-295-8201), at the address of the Company set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Company in a written notice to the Administrative Agent. The agreements in this Section 9.5 shall survive repayment of the Loans and all other amounts payable hereunder.

9.6 Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.

(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (none of which may be a Borrower) (each, an "Assignee") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Company, provided that no consent of the Company shall be required for an assignment (1) to a Lender, an affiliate of a Lender or an Approved Fund (as defined below) or, (2) if an Event of Default has occurred and is continuing; and

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's Commitments or Loans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with

respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company and the Administrative Agent otherwise consent, provided that such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire.

For the purposes of this Section 9.6, the term "Approved Fund" has the following meaning:

"Approved Fund" means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph
(b)(iv) below, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee's completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c)(i) Any Lender may, without the consent of any Borrower or the Administrative

Agent, sell participations to one or more banks or other entities (a "Participant") in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of
Section 9.1 and (2) directly affects such Participant. Subject to paragraph
(c)(ii) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13, 2.14 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.8 as though it were a Lender, provided such Participant shall be subject to Section 9.7 as though it were a Lender.

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Company's prior written consent. Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 2.13 unless such Participant complies with
Section 2.13(d).

(d) Any Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or grant to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or grant of a security interest; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Lender as a party hereto and, provided, further, that nothing in this paragraph (d) shall be deemed to limit in any way the application of Section 9.6(b) to any assignment of the rights or obligations of such Lender under this Agreement resulting from a foreclosure of any such pledge or security interest.

(e) Each Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above.

9.7 Adjustments. Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders, if any Lender (a "Benefitted Lender") shall receive any payment of all or part of the Obligations owing to it (whether directly from the Borrower, indirectly from any Guarantor pursuant to the Guarantee and Collateral Agreement or from the proceeds of the exercise of any remedies with respect to the Collateral pursuant to the Guarantee and Collateral Agreement or the UK Charge Over Shares or otherwise), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off (whether against any Borrower or any Guarantor), pursuant to events or proceedings of the nature referred to in Section 7(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter

recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

9.8 Set-off. Upon the occurrence and continuation of an Event of Default, in addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to any Borrower, any such notice being expressly waived by each Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by any Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of a Borrower, as the case may be. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

9.9 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Company and the Administrative Agent.

9.10 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9.11 Integration. This Agreement and the other Loan Documents represent the entire agreement of the Borrowers, the Administrative Agent, the Collateral Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, the Collateral Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

9.12 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

9.13 Submission To Jurisdiction; Waivers. Each Borrower, the Administrative Agent, the Collateral Agent and each Lender hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or

proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrowers, as the case may be at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

9.14 Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Collateral Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 9.1) to take any action requested by the Company having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 9.1 or (ii) under the circumstances described in paragraph (b) below.

(b) At such time as the Loans and the other obligations under the Loan Documents shall have been paid in full in cash and the Commitments have been terminated, the Collateral shall cease to secure the Obligations, and, if at such time the Other Loans and the other obligations under the Loan Documents (as defined in the Other Credit Agreement) shall have been paid in full in cash and the Other Commitments have been terminated, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Collateral Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

(c) At any such time as a Material Subsidiary ceases to meet the requirements set forth in the definition of Material Subsidiary for two consecutive fiscal quarters of the Company, the Company may, by giving written notice to the Collateral Agent, request a release from the Lien created by the Security Documents of any Pledged Stock issued by such Material Subsidiary, and the Collateral Agent shall (provided that no Event of Default shall have occurred and be continuing) execute all documents reasonably requested by the Company to effect such release and return any certificates representing such Pledged Stock to the Company, without recourse, representation or warranty, provided that no such releases shall be effected less than (a) 30 days following the receipt by the Lenders pursuant to Section 5.1 of the financial statements for the second of such fiscal quarters or (b) 60 days following the receipt by the Collateral Agent of the written notice requesting such release described above.

9.15 Confidentiality. Each of the Administrative Agent, the Collateral Agent and each Lender agrees to keep confidential all non-public information provided to it by any Group Member, the Administrative Agent, the Collateral Agent or any Lender pursuant to or in connection with this Agreement (the "Information"); provided that nothing herein shall prevent the Administrative Agent, the Collateral Agent or any Lender from disclosing any such Information
(a) to the Administrative Agent, the Collateral Agent, any other Lender or any affiliate thereof, (b) subject to an agreement to comply with the provisions of this Section, to any actual or prospective Transferee, (c) to its employees, directors, agents,

attorneys, accountants and other professional advisors or those of any of its affiliates, provided that such parties agree to comply with the provisions of this Section, (d) upon the request or demand of any Governmental Authority, provided that the Administrative Agent, the Collateral Agent or any Lender, as the case may be, requests confidential treatment of such Information to the extent permitted by law, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, provided that the Administrative Agent, the Collateral Agent or any Lender, as the case may be, requests confidential treatment of such Information to the extent permitted by law, (f) if requested or required to do so in connection with any litigation or similar proceeding, provided that (1) the Administrative Agent, the Collateral Agent or any Lender, as the case may be, provides the Company with notice of such event promptly upon obtaining knowledge thereof (provided that the Administrative Agent, the Collateral Agent or any Lender, as the case may be, is not legally prohibited by law from giving such notice) so that the Company may seek a protective order or other appropriate remedy and (2) in the event that such protective order or other remedy is not obtained, the Administrative Agent, the Collateral Agent or any Lender, as the case may be, shall furnish only that portion of the Information that is legally required and shall disclose the Information in a manner reasonably designed to preserve its confidential nature, (g) that has been publicly disclosed other than as a result of (1) disclosure by the Administrative Agent, the Collateral Agent or any Lender in violation of this Agreement or (2) becoming available from a third party which to the knowledge of the Administrative Agent, the Collateral Agent or any Lender, as the case may be, is prohibited from disclosing such information pursuant to a contractual, legal or fiduciary obligation to the Company or a third party, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender's investment portfolio in connection with ratings issued with respect to such Lender, or (i) in connection with the exercise of any remedy hereunder or under any other Loan Document. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. However, any such Information relating to the tax treatment or tax structure is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.

9.16 WAIVERS OF JURY TRIAL. EACH BORROWER, THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

ASPEN INSURANCE HOLDINGS LIMITED, as a Borrower

By: /s/ JULIAN CUSACK
    ------------------------------------------
    Name:  JULIAN CUSACK
    Title: CHIEF FINANCIAL OFFICER

BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent and as a Lender

By: /s/ DOUGLAS BERNEGGER
    ------------------------------------------
    Name:  DOUGLAS BERNEGGER
    Title: DIRECTOR

CREDIT LYONNAIS NEW YORK BRANCH,
as a Lender

By: /s/ PETER RASMUSSEN
    ----------------------------------------
    Name:  PETER RASMUSSEN
    Title: FIRST VICE PRESIDENT

CREDIT SUISSE FIRST BOSTON, ACTING
THROUGH ITS CAYMAN ISLANDS BRANCH,
as a Lender

By: /s/ JAY CHALL
    -----------------------------------------
    Name:  JAY CHALL
    Title: DIRECTOR


By: /s/ CHRISTOPHER LALLY
    -----------------------------------------
    Name:  CHRISTOPHER LALLY
    Title: VICE PRESIDENT

ABN AMRO BANK N.V.,
as a Lender

By: /s/ C.A. HEMMENT
    ----------------------------------------
    Name:  C.A. HEMMENT
    Title: MANAGER


By: /s/ P.M. MATTHEWS
    ----------------------------------------
    Name:  P.M. MATTHEWS
    Title: DIRECTOR

DEUTSCHE BANK AG, NEW YORK BRANCH
as a Lender

By: /s/ RUTH LEUNG
    ----------------------------------------
    Name:  RUTH LEUNG
    Title: DIRECTOR


By: /s/ BERNIE CHAVEZ
    ----------------------------------------
    Name:  BERNIE CHAVEZ
    Title: VICE PRESIDENT

LLOYDS TSB BANK PLC,
as a Lender

By: /s/ MICHAEL J. GILLIGAN
    ----------------------------------------
    Name:  MICHAEL J. GILLIGAN
    Title: DIRECTOR FINANCIAL INSTITUTIONS,
           USA


By: /s/ CANDACE BEATO
    ----------------------------------------
    Name:  CANDACE BEATO
    Title: ASSISTANT VICE PRESIDENT

THE BANK OF BERMUDA,
as a Lender

By: /s/ RENEE BRUNSON
    ----------------------------------------
    Name:  RENEE BRUNSON
    Title: SENIOR RELATIONSHIP MANAGER,
           CORPORATE BANKING

THE BANK OF N.T. BUTTERFIELD & SON LTD.,
as a Lender

By: /s/ ALAN DAY
    -------------------------------------------
    Name:  ALAN DAY
    Title: VICE PRESIDENT

FLEET NATIONAL BANK,
as a Lender

By: /s/ AMY PEDEN
    ----------------------------------------
    Name:  AMY PEDEN
    Title: VICE PRESIDENT

UBS AG, CAYMAN ISLANDS BRANCH
as a Lender

By: /s/ PATRICIA O'KICKI
    ----------------------------------------
    Name:  PATRICIA O'KICKI
    Title: DIRECTOR


By: /s/ LUKE GOLDSWORTHY
    ----------------------------------------
    Name:  LUKE GOLDSWORTHY
    Title: ASSOCIATE DIRECTOR

-------------------------------------- ------------------------- --------------------------- ------------------------
CONSOLIDATED LEVERAGE RATIO               FACILITY FEE RATE       APPLICABLE MARGIN (bps)     UTILIZATION FEE RATE
                                                (bps)                                                 (bps)
-------------------------------------- ------------------------- --------------------------- ------------------------
Less than or equal to 10%                        15.0                       45.0                      10.0

-------------------------------------- ------------------------- --------------------------- ------------------------
Less than or equal to 20% but                    17.5                       62.5                      10.0
greater than 10%

-------------------------------------- ------------------------- --------------------------- ------------------------
Less than or equal to 25% but                    20.0                       80.0                      12.5
greater than 20%

-------------------------------------- ------------------------- --------------------------- ------------------------
Greater than 25%                                 22.5                      102.5                      25.0

-------------------------------------- ------------------------- --------------------------- ------------------------

For the purposes of the Pricing Grid, changes in the Applicable Margin resulting from changes in the Consolidated Leverage Ratio shall become effective on the date (the "Adjustment Date") that is three Business Days after the date on which financial statements are delivered to the Administrative Agent and each Lender pursuant to Section 5.1 and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified in Section 5.1, then, until the date that is three Business Days after the date on which such financial statements are delivered, the highest rate set forth in each column of the Pricing Grid shall apply. Each determination of the Consolidated Leverage Ratio pursuant to the Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to Section 6.1.

                                                                                                          SCHEDULE 1.1

                                                   COMMITMENTS

------------------------------------------------------------------------------- --------------------------------------
LENDER                                                                                       COMMITMENT
------------------------------------------------------------------------------- --------------------------------------
Barclays Bank PLC                                                                            $8,750,000
------------------------------------------------------------------------------- --------------------------------------
Credit Lyonnais New York Branch                                                              $7,125,000
------------------------------------------------------------------------------- --------------------------------------
Credit Suisse First Boston, acting through its Cayman Islands Branch                         $6,250,000
------------------------------------------------------------------------------- --------------------------------------
ABN Amro Bank, N.V.                                                                          $5,000,000
------------------------------------------------------------------------------- --------------------------------------
Deutsche Bank AG, New York Branch                                                            $5,000,000
------------------------------------------------------------------------------- --------------------------------------
Lloyds TSB Bank plc                                                                          $5,000,000
------------------------------------------------------------------------------- --------------------------------------
The Bank of Bermuda                                                                          $3,750,000
------------------------------------------------------------------------------- --------------------------------------
The Bank of N.T. Butterfield & Son Ltd.                                                      $3,750,000
------------------------------------------------------------------------------- --------------------------------------
Fleet National Bank                                                                          $3,750,000
------------------------------------------------------------------------------- --------------------------------------
UBS AG, Cayman Islands Branch                                                                $1,625,000
                                                                                             ----------
------------------------------------------------------------------------------- --------------------------------------
                                    TOTAL                                                    $50,000,000
                                                                                             ===========
------------------------------------------------------------------------------- --------------------------------------

SCHEDULE 3.4

CONSENTS, AUTHORIZATIONS, FILINGS AND NOTICES

PART I

1. Consent of the HM Treasury pursuant to Section 765 of the Income and Corporation Taxes Act 1988, which consent has been obtained.

2. Filing and Registration of the Guarantee and Collateral Agreement with the Registrar of Companies in the United Kingdom, which filing and registration is being performed by the London office of Simpson Thacher and Bartlett LLP, UK counsel to the Collateral Agent, and must be completed within 21 days of the Closing Date.

3. Registration of the Guarantee and Collateral Agreement with the Registrar of Companies in Bermuda, which registration is being performed by Appleby Spurling & Kempe, Bermuda counsel to the Company, and will be completed upon the filing of an executed original copy of the document.

4. Registration of the Share Charge with the Registrar of Companies in Bermuda, which registration is being performed by Appleby Spurling & Kempe, Bermuda counsel to the Company, and will be completed upon the filing of an executed original copy of the document.

PART II

1. Sections 8.1 and 8.1.2 of the Subscription and Shareholders Agreement, dated May 28, 2002, as amended, between Exali Reinsurance Holdings Limited, BCP Excalibur Holdco (Cayman) Limited and Others, Paul Myners, Chris O'Kane and Others and Wellington Underwriting PLC provides as follows:

"8. MATTERS REQUIRING CONSENT

8.1 Each of the Managers, the Investors, the Independent Investor and the Wellington Entities agrees that the following acts, unless required by this Agreement, shall not be carried out without the written consent of the holders of at least the Relevant Percentage at the time of the voting power of Ordinary Shares (taking into account the provisions of Bye-Laws 136 and 137 of the Bye-Laws) in issue and they shall each use their respective rights and powers as a director, shareholder or otherwise to procure so far as he, she or it is able that no such act is carried out unless such consent has been given:

8.1.2 the incurring by the Company of any borrowing or any other indebtedness or liability in the nature of borrowing in excess of
(pound)50 million individually or (pound)200 million in the aggregate at any one time outstanding other than in relation to policy claims in the ordinary course of trading;"

2. Sections 31 and 31.1.1 of the Articles of Association of Aspen Insurance UK Services Limited provide as follows:

"31. The following matters shall not be carried out without the prior written consent of the shareholders of the Company:

31.1.2 the incurring by the Company of any borrowing or any other indebtedness or liability in the nature of borrowing in excess of
(pound)50 million individually or (pound)200 million in the aggregate at any one time outstanding other than in relation to policy claims in the ordinary course of trading."

In addition, Section 31 of the Articles of Association requires that to the extent consent is required under Section 31, the consent of the shareholders of Aspen Insurance Holdings Limited be obtained in accordance with the terms of the Bye-laws of Aspen Insurance Holdings Limited.

------------------------------------ --------------------------- ---------------------------- ------------------------
                                          JURISDICTION OF
            SUBSIDIARY                     INCORPORATION             CAPITAL STOCK OWNED       SUBSIDIARY GUARANTOR
------------------------------------ --------------------------- ---------------------------- ------------------------
------------------------------------ --------------------------- ---------------------------- ------------------------

Aspen Insurance Limited                       Bermuda                       None                        No
------------------------------------ --------------------------- ---------------------------- ------------------------
Aspen Insurance UK Limited
                                         England and Wales                  None                        No
------------------------------------ --------------------------- ---------------------------- ------------------------
                                                                 100% of the Capital Stock
Aspen UK Holdings Limited                                        of Aspen U.S. Holdings,
                                         England and Wales       Inc.                                   Yes
------------------------------------ --------------------------- ---------------------------- ------------------------
Aspen Insurance UK Services Limited
                                         England and Wales                  None                        Yes
------------------------------------ --------------------------- ---------------------------- ------------------------
Aspen U.S. Holdings, Inc.                 U.S. - Delaware        100% of the Capital Stock              Yes
                                                                 of Aspen Specialty
                                                                 Insurance Management Inc.
                                                                 and Aspen Insurance U.S.
                                                                 Services Inc.
------------------------------------ --------------------------- ---------------------------- ------------------------
Aspen Specialty Insurance               U.S. - Massachusetts                None                        Yes
Management, Inc.
------------------------------------ --------------------------- ---------------------------- ------------------------
Aspen Insurance U.S. Services Inc.        U.S. - Delaware                   None                        Yes
------------------------------------ --------------------------- ---------------------------- ------------------------

SCHEDULE 6.2(D)

INDEBTEDNESS

1. LETTERS OF CREDIT PURSUANT TO BARCLAYS FACILITY - Pursuant to the terms of a letter of credit facility between Aspen Insurance UK Limited (formerly Wellington Reinsurance Limited) ("AIUK") and Barclays Bank PLC ("Barclays"), Barclays provides (pound)60,000,000 for the issuance of letters of credit. Currently, letters of credit in the aggregate amount of $75,000,000 or
(pound)47,500,000 are issued and outstanding pursuant to the facility. The facility will terminate on June 16, 2004 and the letters of credit will expire in December 2003 and January 2005.

2. BARCLAYCARD FACILITY - facility in an amount of up to (pound)275,000 provided by Barclays to AIUK to be used for employee expense reimbursement.

3. BARCLAYS BANKERS AUTOMATED CLEARING SYSTEMS (BACS) FACILITY - short-term overdraft facility in an amount of (pound)700,000 provided by Barclays to AIUK.

4. BARCLAYS SPOT AND FORWARD EXCHANGE TRANSACTIONS (SFET) FACILITY - the SFET facility covers the maximum liability of Aspen Insurance UK Limited to Barclays outstanding at any time under contracts of not more than 12 months duration for the forward purchase or sale of foreign currencies for delivery at a future date and spot purchase or sale of foreign currencies. The outstanding amount of purchases and sales made pursuant to the facility and the settlement risk for any such purchases and sales may not exceed (pound)5,000,000 at any one time.

5. LETTERS OF CREDIT PURSUANT TO CITIBANK FACILITIES - AIUK is currently party to two separate letter of credit facilities with Citibank, N.A. ("Citibank"), the London Market Letter of Credit Scheme and the Insurance Letters of Credit Master Agreement, each entered into as of November 13, 2002. Currently, letters of credit in an aggregate amount of approximately $12,530,000 have been issued and are outstanding pursuant to the London Market Letter of Credit Scheme.

SCHEDULE 6.6

EXISTING LIENS

1. Charge created in favor of Barclays Bank PLC ("Barclays") pursuant to Memorandum of Deposit and Charge, made as of July 22, 2002, between Aspen Insurance UK Limited (formerly Wellington Reinsurance Limited) ("AIUK") and Barclays to secure all obligations of AIUK due and owing to Barclays. The property charged includes all Barclays Global Investors Fund securities in the possession of Barclays which are now or may from time to time be deposited with Barclays or its trustees or nominee by AIUK or on its behalf (the "Securities"), any securities transferred by AIUK in substitution for or in addition to such Securities and any bonus stock or shares or other new securities of a similar nature which may be issued in respect of any of the Securities and all dividends and interest and all rights, moneys or property accruing or offered at any time by way of redemption, bonus, preference, option or otherwise in respect of the Securities and all rights, claims and privileges for the time being vested in AIUK in respect of any Securities (including, without limitation, any rights or claims in relation to Securities held or deposited in any securities clearing system in any part of the world).

2. Charge created in favor of Citibank, N.A. ("Citibank") pursuant to the Deposit Agreement, dated November 13, 2002 (the "Deposit Agreement"), between AIUK and Citibank to secure all obligations under any agreement to establish a letter of credit or similar instruments or on any other account whatsoever. The charged property includes all monies standing to the credit of the accounts described in the Deposit Agreement.

3. Charge created in favor of Citibank pursuant to the Security Agreement, dated November 13, 2002, between AIUK and Citibank to secure all obligations under any custodial services agreement in place between Citibank and AIUK pursuant to which Citibank arranges for letters of credit or similar instruments or on any other account whatsoever. The charged property includes all securities held by or under the control or direction of Citibank, all securities held by any clearance system on behalf of or for the account of Citibank, all rights, benefits and proceeds attaching to, or arising from, or in respect of, any of the securities, all sums of money standing to the credit of any account opened or maintained by Citibank for AIUK and all sums of money standing to the credit of any account opened or maintained by any clearance system for AIUK under the direction or control of Citibank.

4. Lien created in favor of Citibank pursuant to the Custody Agreement, dated as of November 1, 2002 (the "Custody Agreement"), between AIUK and Citibank as security for all liabilities of AIUK to Citibank under the Custody Agreement. Lien covers all financial assets (other than cash or cash equivalents) held by Citibank pursuant to the terms of the Custody Agreement.

EXHIBIT A

GUARANTEE AND COLLATERAL AGREEMENT

made by

ASPEN INSURANCE HOLDINGS LIMITED

and certain of its Subsidiaries

in favor of

BARCLAYS BANK PLC,
as Collateral Agent

Dated as of August 29, 2003

TABLE OF CONTENTS

                                                                                               Page
                                                                                               ----
Section 1.            DEFINED TERMS                                                               2

         1.1      Definitions.....................................................................2
         1.2      Other Definitional Provisions...................................................3

Section 2.            Guarantee                                                                   3

         2.1      Guarantee.......................................................................3
         2.2      Right of Contribution...........................................................4
         2.3      No Subrogation..................................................................4
         2.4      Amendments, etc. with respect to any Borrower Obligations.......................4
         2.5      Guarantee Absolute and Unconditional............................................5
         2.6      Reinstatement...................................................................5
         2.7      Payments........................................................................6

Section 3.            GRANT OF SECURITY INTEREST                                                  6


Section 4.            REPRESENTATIONS AND WARRANTIES                                              6

         4.1      Title; No Other Liens...........................................................6
         4.2      Perfected First Priority Liens..................................................7
         4.3      Jurisdiction of Organization; Chief Executive Office............................7
         4.4      Pledged Stock...................................................................7

Section 5.            COVENANTS                                                                   7

         5.1      Delivery of Certificated Securities.............................................7
         5.2      Maintenance of Perfected Security Interest; Further Documentation...............7
         5.3      Changes in Locations, Name, etc.................................................8
         5.4      Notices.........................................................................8
         5.5      Pledged Stock...................................................................8

Section 6.            REMEDIAL PROVISIONS                                                         9

         6.1      Pledged Stock...................................................................9
         6.2      Proceeds to be Turned Over To Collateral Agent.................................10
         6.3      Application of Proceeds........................................................10
         6.4      Code and Other Remedies........................................................11
         6.5      Deficiency.....................................................................12
         6.6      Limitation of Rights...........................................................12

Section 7.            THE COLLATERAL AGENT                                                       12

         7.1      Collateral Agent's Appointment as Attorney-in-Fact, etc........................12

                                       i

         7.2      Execution of Financing Statements..............................................14
         7.3      Duty of Collateral Agent.......................................................14
         7.4      Authority of Collateral Agent..................................................14

Section 8.            MISCELLANEOUS                                                              14

         8.1      Amendments in Writing..........................................................14
         8.2      Notices........................................................................14
         8.3      No Waiver by Course of Conduct; Cumulative Remedies............................15
         8.4      Enforcement Expenses; Indemnification..........................................15
         8.5      Successors and Assigns.........................................................15
         8.6      Set-Off........................................................................15
         8.7      Counterparts...................................................................16
         8.8      Severability...................................................................16
         8.9      Section Headings...............................................................16
         8.10     Integration....................................................................16
         8.11     GOVERNING LAW..................................................................16
         8.12     Submission To Jurisdiction; Waivers............................................16
         8.13     Acknowledgements...............................................................17
         8.14     Additional Guarantor and Grantors..............................................17
         8.15     Releases.......................................................................17
         8.16     WAIVER OF JURY TRIAL...........................................................18

Schedule 1        Pledged Stock
Schedule 2        Jurisdictions of Organization and Chief Executive Offices
Schedule 3        Perfection Matters

ANNEXES

Annex 1           Form of Acknowledgment and Consent
Annex 2           Form of Assumption Agreement
Annex 3           Form of Joinder Agreement

GUARANTEE AND COLLATERAL AGREEMENT

GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 29, 2003, made by each of the signatories hereto and any other entity that may become a party hereto as provided herein (each herein called a "Guarantor" and/or a "Grantor" in accordance with the definitions set forth in Section 1.1(b) below), in favor of BARCLAYS BANK PLC, as Collateral Agent (in such capacity, the "Collateral Agent") for (a) the Administrative Agent (as defined therein) and the banks and other financial institutions or entities (the "364-Day Lenders") from time to time parties to the 364-Day Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or otherwise modified from time to time, the "364-Day Credit Agreement"), among ASPEN INSURANCE HOLDINGS LIMITED (the "Company"), the Subsidiary Borrowers (as defined therein) (together with the Company, the "Borrowers"), the 364-Day Lenders, Credit Lyonnais New York Branch, as Documentation Agent, and Barclays Bank PLC, as Administrative Agent and Collateral Agent and (b) the Administrative Agent (as defined therein) and the banks and other financial institutions or entities (the "3-Year Lenders" and together with the 364-Day Lenders, the "Lenders") from time to time parties to the 3-Year Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or otherwise modified from time to time, the "3-Year Credit Agreement" and together with the 364-Day Credit Agreement, the "Credit Agreements"), among the Company, the Borrowers, the Lenders, Credit Lyonnais New York Branch, as Documentation Agent, and Barclays Bank PLC, as Administrative Agent and Collateral Agent.

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreements, the Lenders have severally agreed to make loans to the Company and any other Borrowers upon the terms and subject to the conditions set forth therein;

WHEREAS, the Company and each other Borrower is a member of an affiliated group of companies that includes the Guarantors and the Grantors;

WHEREAS, the proceeds of the loans under the Credit Agreements will be used in part to enable the Company and the other Borrowers to make valuable transfers to one or more of the Guarantors and other Grantors in connection with the operation of their respective businesses;

WHEREAS, the Company, the other Borrowers, the Guarantors and the Grantors are engaged in related businesses, and each Grantor and each Guarantor will derive substantial direct and indirect benefit from the making of the loans under the Credit Agreements; and

WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective loans under the Credit Agreements that the Guarantors and the Grantors shall have executed and delivered this Agreement to the Collateral Agent for the benefit of the Administrative Agents and the Lenders;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agents and the Lenders to enter into the Credit Agreements and to induce the Lenders to make their respective loans to the Company and any other Borrowers thereunder, each Guarantor and each Grantor hereby agrees with the Collateral Agent, for the benefit of the Administrative Agents and the Lenders, as follows:

Section 1. DEFINED TERMS

1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreements and used herein shall have the meanings given to them in the Credit Agreements, and the following term is used herein as defined in the New York UCC: Certificated Security.

(a) The following terms shall have the following meanings:

"Agreement": this Guarantee and Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

"Borrower Obligations": the collective reference to the unpaid principal of and interest on the Loans and all other obligations and liabilities of each Borrower (including, without limitation, interest accruing at the then applicable rate provided in the applicable Credit Agreement after the maturity of the Loans thereunder and interest accruing at the then applicable rate provided in the applicable Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Collateral Agent, either Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, either Credit Agreement, this Agreement, the other Loan Documents or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agents or to the Lenders that are required to be paid by a Borrower pursuant to the terms of any of the foregoing agreements).

"Collateral": as defined in Section 3.

"Collateral Account": any collateral account established by the Collateral Agent as provided in Section 6.2.

"Grantor": each of the signatories hereto and any other entity that may become a party hereto as provided herein that, in any case, is the owner of shares of the Capital Stock of a Material Subsidiary that is required to be pledged hereunder pursuant to the terms of this Agreement or either Credit Agreement.

"Guarantor Obligations": with respect to any Guarantor, all obligations and liabilities of such Guarantor which now or hereafter may arise under or in connection with this Agreement (including, without limitation,
Section 2) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agents or to the Lenders that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document).

"Guarantors": each of the signatories hereto and any other entity that may become a party hereto as provided herein, including each Borrower and each Subsidiary of the Company which is not an Insurance Subsidiary, provided, that no Borrower shall be a Guarantor with respect to any Borrower Obligations of such Borrower.

"New York UCC": the Uniform Commercial Code as from time to time in effect in the State of New York.

"Obligations": (i) in the case of each Borrower, the Borrower Obligations of such Borrower and (ii) in the case of each Guarantor, its Guarantor Obligations.

"Pledged Stock": the shares of Capital Stock listed on Schedule 1, together with any warrants, rights or options to purchase such Capital Stock of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect.

"Pledged Material Subsidiary": any Material Subsidiary the Capital Stock of which owned by the Company and its Subsidiaries is required to be pledged hereunder pursuant to the terms of either Credit Agreement.

"Proceeds": all "proceeds" as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Pledged Stock, collections thereon or distributions or payments with respect thereto.

"Securities Act": the Securities Act of 1933, as amended.

1.2 Other Definitional Provisions. (a) The words "hereof," "herein", "hereto" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor's Collateral or the relevant part thereof.

Section 2. Guarantee

2.1 Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Collateral Agent, for the benefit of the Administrative Agents, the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by any Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of any Borrower Obligations.

(b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Requirements of Law relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2).

(c) Each Guarantor agrees that any Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Collateral Agent, either Administrative Agent or any Lender hereunder.

(d) The guarantee contained in this Section 2 shall remain in full force and effect until all Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this
Section 2 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of either Credit Agreement any Borrower may be free from any Borrower Obligations.

(e) No payment made by any Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Collateral Agent or any Lender from such Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder for Borrower Obligations, which Guarantor shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of any Borrower Obligations or any payment received or collected from the Company or any Subsidiary Borrower in respect of any Borrower Obligations), remain liable for any Borrower Obligations up to the maximum liability of such Guarantor hereunder until any Borrower Obligations are paid in full and the Commitments are terminated.

2.2 Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor's right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Collateral Agent, the Administrative Agents and the Lenders, and each Guarantor shall remain liable to the Collateral Agent, the Administrative Agents and the Lenders for the full amount guaranteed by such Guarantor hereunder.

2.3 No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Collateral Agent, either Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Collateral Agent, either Administrative Agent or any Lender against any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Collateral Agent, either Administrative Agent or any Lender for the payment of any Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agents and the Lenders by any Borrower on account of any Borrower Obligations are paid in full and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full and the Commitments terminated, such amount shall be held by such Guarantor in trust for the Collateral Agent, for the benefit of the Administrative Agents and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Agent, if required), to be applied against any Borrower Obligations, whether matured or unmatured, in the order specified in Section 6.3.

2.4 Amendments, etc. with respect to any Borrower Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by the Collateral Agent, either Administrative Agent or any Lender may be rescinded by the Collateral Agent, such Administrative Agent or such Lender and any Borrower Obligations continued, and any Borrower Obligations, or the liability of any other Person upon or for any part thereof,

or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent, either Administrative Agent or any Lender, and the Credit Agreements and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the applicable Administrative Agent (or the applicable Required Lenders or all applicable Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent, either Administrative Agent or any Lender for the payment of any Borrower Obligations may be sold, exchanged, waived, surrendered or released. Subject to the provisions of Section 7.3, neither the Collateral Agent, either Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for any Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

2.5 Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Collateral Agent, either Administrative Agent or any Lender upon the guarantee contained in this
Section 2 or acceptance of the guarantee contained in this Section 2; any Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between any Borrower and any of the Guarantors, on the one hand, and the Collateral Agent, the Administrative Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Guarantors with respect to any Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of either Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, either Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower or any other Person against the Collateral Agent, either Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for its Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent or either Administrative Agent may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the defaulting Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for any Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or either Administrative Agent to make any such demand, to pursue such other rights or remedies or to collect any payments from the defaulting Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent, either Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

2.6 Reinstatement. The guarantee contained in this Section 2 shall continue to be

effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent, either Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

2.7 Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Collateral Agent without set-off or counterclaim in Dollars at 5 The North Colonnade Canary Wharf, London, United Kingdom E144BB, Attention:
Craig Evans, Global Loan Agency.

Section 3. GRANT OF SECURITY INTEREST

Each Grantor hereby assigns and transfers to the Collateral Agent, and hereby grants to the Collateral Agent, for the benefit of the Administrative Agents and the Lenders, a security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the "Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of (i) in the case of any Grantor which is a Guarantor, its Guarantor Obligations and (ii) in any other case, the Borrower Obligations:

(a) all Capital Stock owned by such Grantor in each Person that, at any time, is a Material Subsidiary of the Company and is required to be pledged in accordance with the terms of the Credit Agreements and this Guarantee and Collateral Agreement;

(b) to the extent not otherwise included, all Proceeds of any and all of the foregoing.

For the avoidance of doubt, Collateral shall not include any Capital Stock of an Insurance Subsidiary which may not in accordance with applicable law be pledged because, despite the best efforts of the Company or the holder of such Capital Stock, the consents or approvals of any insurance commission or Governmental Authority necessary for the creation of the security interest in such Capital Stock were not obtained.

Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum amount secured hereunder and under the other Loan Documents by Liens created by any Grantor which is not a Borrower or a Guarantor shall in no event exceed the amount which can be secured by such Grantor under applicable Requirements of Law relating to the insolvency of debtors.

Section 4. REPRESENTATIONS AND WARRANTIES

To induce the Collateral Agent, the Administrative Agents and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to any Borrower thereunder, each Grantor hereby represents and warrants to the Collateral Agent, the Administrative Agents and each Lender that:

4.1 Title; No Other Liens. Except for the security interest granted to the Collateral Agent for the benefit of the Administrative Agents and the Lenders, pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreements, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others other than restrictions on transferability of the Capital Stock imposed by applicable securities laws and restrictions on transferability and the

exercise of control of the Capital Stock of any Insurance Subsidiary imposed by applicable Requirements of Law. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Collateral Agent, for the benefit of the Administrative Agents and the Lenders, pursuant to this Agreement or as are permitted by the Credit Agreements.

4.2 Perfected First Priority Liens. The security interests granted pursuant to this Agreement upon the delivery to the Collateral Agent of the certificates representing the Pledged Stock, the filing of the UCC financing statements specified on Schedule 3 in the applicable filings offices and any other filing and registration requirements pursuant to the applicable law of the jurisdiction in which an issuer of Pledged Stock or the Grantor, is organized constitute valid perfected security interests in all of the Collateral in favor of the Collateral Agent, for the benefit of the Administrative Agents and the Lenders, as collateral security for the Borrower Obligations or the applicable Guarantor Obligations, as the case may be, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor.

4.3 Jurisdiction of Organization; Chief Executive Office. On the date hereof, such Grantor's jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of such Grantor's chief executive office or sole place of business or principal residence, as the case may be, are specified on Schedule 2. Such Grantor has furnished to the Collateral Agent a certified charter, certificate of incorporation or other organization document and long-form good standing certificate as of a date which is recent to the date hereof.

4.4 Pledged Stock. (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of the Material Subsidiary which is the issuer of such Pledged Stock owned by such Grantor.

(b) All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable.

(c) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Capital Stock pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and any restrictions on transferability imposed by applicable securities laws and restrictions on transferability of the Capital Stock, and the exercise of control, of any Insurance Subsidiary imposed by applicable Requirements of Law.

Section 5. COVENANTS

Each Grantor covenants and agrees with the Collateral Agent, the Administrative Agents and the Lenders that, from and after the date of this Agreement until the Obligations shall have been paid in full and the Commitments shall have terminated:

5.1 Delivery of Certificated Securities. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Certificated Security, such Certificated Security shall be immediately delivered to the Collateral Agent, duly indorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement.

5.2 Maintenance of Perfected Security Interest; Further Documentation.
(a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in
Section 4.2 and shall defend such security interest against the

claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral.

(b) Such Grantor will furnish to the Collateral Agent, the Administrative Agents and the Lenders from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail.

(c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and
(ii) in the case of Pledged Stock, taking any actions necessary to enable the Collateral Agent to obtain "control" (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

5.3 Changes in Locations, Name, etc. Such Grantor will not, except upon 15 days' prior written notice to the Collateral Agent and delivery to the Collateral Agent of all additional executed financing statements and other documents reasonably requested by the Collateral Agent to maintain the validity, perfection and priority of the security interests provided for herein:

(i) change its jurisdiction of organization or the location of its chief executive office or sole place of business or principal residence from that referred to in Section 4.3; or

(ii) change its name.

5.4 Notices. Such Grantor will advise the Collateral Agent and the Lenders promptly, in reasonable detail, of any Lien (other than security interests created hereby or Liens permitted under the Credit Agreements) on any of the Collateral which would adversely affect the ability of the Collateral Agent to exercise any of its remedies hereunder.

5.5 Pledged Stock. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), warrant, option or rights in respect of the Capital Stock of any Pledged Material Subsidiary, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Collateral Agent, the Administrative Agents and the Lenders, hold the same in trust for the Collateral Agent for the benefit of the Administrative Agents and the Lenders and deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by such Grantor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Borrower Obligations or the applicable Guarantor Obligations, as the case may be. In case any distribution of capital shall be made on or in respect of the Pledged Stock of any Grantor or any property shall be distributed upon or with respect to the Pledged Stock of any Grantor pursuant to the recapitalization or reclassification of the capital of any Pledged Material Subsidiary or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, be delivered to the Collateral Agent to be held

by it hereunder as additional collateral security for such Obligations. If any sums of money or property so paid or distributed as described in the immediately preceding sentence, in respect of the Pledged Stock of any Grantor shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Collateral Agent for the benefit of the Administrative Agents and the Lenders, segregated from other funds of such Grantor, as additional collateral security for such Obligations.

(b) Without the prior written consent of the Collateral Agent, such Grantor will not, except as permitted pursuant to the terms of the Credit Agreements, (i) vote to enable, or take any other action to permit, any Pledged Material Subsidiary to issue any Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Capital Stock of any nature of any Pledged Material Subsidiary, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Stock or Proceeds thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Stock or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking (other than the Credit Agreements and this Agreement) restricting the right or ability of such Grantor or the Collateral Agent to sell, assign or transfer any of the Pledged Stock or Proceeds thereof.

(c) Each Grantor which is a Pledged Material Subsidiary agrees that (i) it will be bound by the terms of this Agreement and the Credit Agreements relating to the Capital Stock issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.5(a) with respect to the Pledged Stock issued by it and (iii) the terms of Sections 6.1(c) shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.1(c) with respect to the Pledged Stock issued by it.

Section 6. REMEDIAL PROVISIONS

6.1 Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent's intent to exercise its corresponding rights pursuant to Section 6.1(b), each Grantor shall be permitted to receive all cash dividends and other distributions (excluding any distributions set forth in Section 5.5(a)) paid in respect of the Pledged Stock in the normal course of business of the relevant Pledged Material Subsidiary and consistent with past practice, to the extent permitted in the Credit Agreements, and to exercise all voting and corporate or other organizational rights with respect to the Pledged Stock; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Collateral Agent's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of either Credit Agreement, this Agreement or any other Loan Document.

(b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Stock and make application thereof to the Borrower Obligations or the applicable Guarantor Obligations, as the case may be, in the order specified in
Section 6.3, and (ii) to the extent permitted by applicable Requirements of Law, any or all of the Pledged Stock shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Stock at any meeting of shareholders of the relevant Pledged Material Subsidiary or Pledged Material

Subsidiaries and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Pledged Material Subsidiary, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(c) Each Grantor hereby authorizes and instructs each Material Subsidiary which is the issuer of any Capital Stock pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and that the Collateral Agent, on behalf of the Lenders, is executing rights and remedies granted to them under this Agreement, and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that such Material Subsidiary shall be fully protected in so complying, and (ii) upon the occurrence and continuance of an Event of Default and notice from the Collateral Agent that the Collateral Agent, on behalf of the Administrative Agents and the Lenders, is executing rights and remedies granted to them under this Agreement unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Stock directly to the Collateral Agent.

6.2 Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Collateral Agent for the benefit of the Administrative Agents and the Lenders, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent from a Grantor who is not a Guarantor hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control and all proceeds received by the Collateral Agent from a Grantor who is a Guarantor hereunder shall be held by the Collateral Agent in a separate Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in any Collateral Account (or by such Grantor in trust for the Collateral Agent for the benefit of the Administrative Agents and the Lenders) shall continue to be held as collateral security for the Borrower Obligations or the applicable Guarantor Obligations, as the case may be, and shall not constitute payment thereof until applied as provided in Section 6.3.

6.3 Application of Proceeds. (a) At any time when an Event of Default shall have occurred and be continuing, the Collateral Agent may apply all or any part of Proceeds constituting Collateral the security interest in which was granted by a Grantor who is not a Guarantor, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Borrower Obligations in the following order:

First, to pay incurred and unpaid fees and expenses of the Collateral Agent and the Administrative Agents under the Loan Documents, pro rata among them in according to the amounts thereof then due and owing;

Second, to the Administrative Agents, for application by them towards payment of amounts then due and owing and remaining unpaid in respect of the Borrower Obligations, pro rata among the Lenders, according to the amounts of the Borrower Obligations then due and owing and remaining unpaid to the Lenders; and

Third, any balance of such Proceeds remaining after the Borrower Obligations shall have been paid in full and the Commitments shall have terminated shall be paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same.

(b) At any time when an Event of Default shall have occurred and be continuing, the Collateral Agent may apply all or any part of Proceeds constituting Collateral the security interest in which was granted by a Grantor who is a Guarantor, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of its Guarantor Obligations in the following order:

First, to pay incurred and unpaid fees and expenses of the Collateral Agent and the Administrative Agents under the Loan Documents, pro rata among them in according to the amounts thereof then due and owing;

Second, to the Administrative Agents, for application by them towards payment of amounts then due and owing and remaining unpaid in respect of the Guarantor Obligations, pro rata among the Lenders, according to the amounts of the Guarantor Obligations then due and owing and remaining unpaid to the Lenders; and

Third, any balance of such Proceeds remaining after the Guarantor Obligations shall have been paid in full and the Commitments shall have terminated shall be paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same.

6.4 Code and Other Remedies. If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Administrative Agents and the Lenders, may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels, at any office of the Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, either Administrative Agent or any Lender shall have the right to the extent permitted by law, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent, the Administrative Agents and the Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in the order specified in Section 6.3, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law,

including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent, either Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 Business Days before such sale or other disposition.

Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act, applicable state securities laws or the securities laws of any applicable jurisdiction, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may result in prices and other terms less favorable than if such sale were a public sale. The Lenders understand and agree that this Agreement contains no provision requiring that any Grantor cause the Pledged Stock pledged by it to be registered under the Securities Act or any other applicable securities laws in connection with a sale thereof by the Collateral Agent pursuant to an exercise of its remedies provided for herein.

6.5 Deficiency. Each Grantor which is a Borrower or a Guarantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Borrower Obligations or the applicable Guarantor Obligations, as the case may be, and the fees and disbursements of any attorneys employed by the Collateral Agent, either Administrative Agent or any Lender to collect such deficiency.

6.6 Limitation of Rights. (a) Notwithstanding any other term or condition contained herein, the Collateral Agent recognizes that it may not exercise any of the rights or powers described herein with respect to the ownership, transfer, sale or voting of Collateral consisting of Pledged Stock of any Insurance Subsidiary, including the foreclosure upon or sale or transfer of such Collateral, unless and until the Collateral Agent (and, in the case of a sale of such Collateral, the purchaser thereof) has complied with the filing requirements of all Requirements of Law regulating the acquisition of voting securities or control of an Insurance Subsidiary, and the acquisition of such Collateral and control of the Insurance Subsidiary which is the issuer thereof by the Collateral Agent (or by the purchaser in any such sale) has been duly approved to the extent required by and in accordance with all such laws.

(b) Upon the occurrence and during the continuance of an Event of Default, any Borrowers and the Grantors (i) will take such actions as the Collateral Agent, on behalf of the Administrative Agents and the Lenders, may reasonably request in obtaining approval of the relevant insurance commission or other Governmental Authority, if required, for any action or transaction contemplated by this Agreement and (ii) in the case of any Pledged Material Subsidiary organized under the laws of Bermuda, to cause the board of directors of the Grantor of a Lien on the Capital Stock of such Pledged Material Subsidiary to approve any transfer or sale of the Pledged Stock issued thereby to the Collateral Agent (or, in the case of a sale of the Collateral, the purchaser thereof) upon obtaining any necessary approvals from each Governmental Authority required pursuant to all applicable Requirements of Law.

Section 7. THE COLLATERAL AGENT

7.1 Collateral Agent's Appointment as Attorney-in-Fact, etc. (a) Subject to the last sentence of this Section 7.1(a), each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-

fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due with respect to any other Collateral whenever payable;

(ii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

(iii) execute, in connection with any sale provided for in
Section 6.4, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

(iv) (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (4) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (5) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate; and (6) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and such Grantor's expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's, the Administrative Agents' and the Lenders' security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this Section 7.1(a) to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) unless an Event of Default shall have occurred and be continuing and, if the rights to be exercised relate to the Capital Stock of an Insurance Subsidiary, unless all necessary filings and approvals, if any, described in Section 6.6 have been made and obtained.

(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement to the extent permitted by applicable law.

(c) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due ABR Loans under either Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.

(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

7.2 Execution of Financing Statements. Pursuant to any applicable law, each Grantor authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Collateral Agent determines appropriate to perfect the security interests of the Collateral Agent under this Agreement. Each Grantor hereby ratifies and authorizes the filing by the Collateral Agent of any financing statement with respect to the Collateral made prior to the date hereof.

7.3 Duty of Collateral Agent. The Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, either Administrative Agent any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent, for the benefit of the Administrative Agents and the Lenders, hereunder are solely to protect the Collateral Agent's, the Administrative Agents and the Lenders' interests in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative Agents and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

7.4 Authority of Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as among the Collateral Agent, the Administrative Agents and the Lenders, be governed by the Credit Agreements and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Administrative Agents and the Lenders with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

Section 8. MISCELLANEOUS

8.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 9.1 of the Credit Agreements.

8.2 Notices. All notices, requests and demands to or upon the Collateral Agent or any Guarantor or Grantor hereunder shall be effected in the manner provided for in Section 9.2 of the Credit Agreements; provided that any such notice, request or demand to or upon any Guarantor or Grantor shall be addressed to such Guarantor or Grantor c/o the Company at the Company's notice address set forth on Schedule 9.2 of the Credit Agreements.

8.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Collateral Agent, either Administrative Agent nor any Lender shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent, either Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent, either Administrative Agent or any Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Collateral Agent, either Administrative Agent or such Lender would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

8.4 Enforcement Expenses; Indemnification. (a) Each Guarantor jointly and severally agrees to pay or reimburse the Collateral Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Collateral Agent.

(b) Each Guarantor jointly and severally agrees to pay, and to save the Collateral Agent harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

(c) Each Guarantor jointly and severally agrees to pay, and to save the Collateral Agent harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent any Borrowers would be required to do so pursuant to Section 9.5 of the Credit Agreements.

(d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreements and the other Loan Documents.

8.5 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Guarantor and each Grantor and shall inure to the benefit of the Collateral Agent, the Administrative Agents and the Lenders and their successors and assigns permitted pursuant to the terms of the Credit Facilities; provided that no Guarantor or Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent.

8.6 Set-Off. Each Guarantor hereby irrevocably authorizes the Collateral Agent, each

Administrative Agent and each Lender at any time and from time to time upon the occurrence and continuation of an Event of Default pursuant to Section 7(a) of the Credit Agreements, without notice to such Guarantor or Grantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Collateral Agent, such Administrative Agent or such Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Collateral Agent, such Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such Guarantor to the Collateral Agent, such Administrative Agent or such Lender hereunder and claims of every nature and description of the Collateral Agent, such Administrative Agent or such Lender against such Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Collateral Agent, such Administrative Agent, or such Lender may elect, whether or not the Collateral Agent, either Administrative Agent or any Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Collateral Agent, each Administrative Agent and each Lender shall notify such Guarantor promptly of any such set-off and the application made by the Collateral Agent, such Administrative Agent or such Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Collateral Agent, each Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off), which the Collateral Agent, such Administrative Agent or such Lender may have. Any amounts received by the Lenders through the exercise of the rights of set-off provided for in this Section 8.6 shall be subject to the sharing requirements of Section 9.7 of the Credit Agreements to which each Guarantor hereby expressly consents.

8.7 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

8.8 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.9 Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

8.10 Integration. This Agreement and the other Loan Documents represent the agreement of the Guarantors, the Grantors, the Collateral Agent, the Administrative Agents and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Collateral Agent, either Administrative Agent or any Lender relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.

8.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

8.12 Submission To Jurisdiction; Waivers. The Collateral Agent, each Administrative

Agent, each Lender, each Guarantor and each Grantor hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) in the case of each Guarantor and each Grantor, agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor or Grantor at its address referred to in Section 8.2 or at such other address of which the Collateral Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

8.13 Acknowledgements. Each Guarantor and each Grantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(b) neither the Collateral Agent, either Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Guarantor or Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Guarantors or Grantors, on the one hand, and the Collateral Agent, the Administrative Agents and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Guarantors and the Grantors and the Lenders.

8.14 Additional Guarantor and Grantors. Each Subsidiary of the Company that is required to become a Grantor or a Guarantor under this Agreement pursuant to Section 5.4 or Section 5.10, as the case may be, of either Credit Agreement shall become (a) a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement substantially in the form of Annex 2 hereto and/or (b) a Guarantor for all purposes of this Agreement upon execution and delivery of a Joinder substantially in the form of Annex 3 hereto.

8.15 Releases. (a) At such time as the Loans and the other Obligations shall have

been paid in full, the Commitments have been terminated, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Guarantor and Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Following any such termination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination at such Grantor's expense.

(b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreements, then the Collateral Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense of any Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreements; provided that any Borrower shall have delivered to the Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by any Borrower stating that such transaction is in compliance with the Credit Agreements and the other Loan Documents.

(c) At any such time as a Pledged Material Subsidiary ceases to meet the requirements set forth in the definition of Material Subsidiary for two consecutive fiscal quarters of the Company, any Lien created hereunder on Pledged Stock issued by such Pledged Material Subsidiary shall be released and any certificates representing the Pledged Stock shall be returned in accordance with and to the extent provided in Section 9.14(c) of the Credit Agreements.

8.16 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written.

Title:

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     Material Subsidiary               Class of Stock           Stock Certificate No.                No. of Shares
-------------------------------     ---------------------    ----------------------------    ------------------------
Aspen Insurance Limited                Common Stock                       1                  1,000,000 shares, par
                                                                                             value USD$1.00 per share

                                       Jurisdiction of       Location of Chief
Grantor                                  Organization        Executive Office
-------                                ----------------      -----------------
Aspen Insurance Holdings Limited             Bermuda                Bermuda

Schedule 3

Uniform Commercial Code Filings

District of Columbia

Annex 1 to the Guarantee and Collateral Agreement

ACKNOWLEDGEMENT AND CONSENT**

The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement dated as of August 26, 2003 (the "Agreement"), made by the Grantors parties thereto for the benefit of BARCLAYS BANK PLC, as Collateral Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agents and the Lenders as follows:

1. The undersigned will be bound by the terms of the Agreement and will comply with such terms insofar as such terms are applicable to the undersigned.

2. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.5(a) of the Agreement.

3. The terms of Sections 6.1(c) and 6.6(b) of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.1(c) or 6.6(b) of the Agreement.

Title:

Address for Notices:

Annex 2 to the Guarantee and Collateral Agreement

FORM OF ASSUMPTION AGREEMENT

ASSUMPTION AGREEMENT, dated as of ________________, 200_, made by ______________________________, a [corporation] [limited liability company]
[limited partnership] [exempt limited liability corporation] (the "Additional Grantor"), in favor of BARCLAYS BANK PLC, as collateral agent (in such capacity, the "Collateral Agent") for the banks and other financial institutions or entities (the "Lenders") parties to the Credit Agreement referred to below. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

W I T N E S S E T H :

WHEREAS, Aspen Insurance Holdings Limited (the "Company"), the Subsidiary Borrowers, the Lenders and Barclays Bank PLC, as Administrative Agent and Collateral Agent, have entered into a 364-Day Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or otherwise modified from time to time, the "364-Day Credit Agreement") and a 3-Year Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or otherwise modified from time to time, the "3-Year Credit Agreement" and together with the 364-Day Credit Agreement, the "Credit Agreements");

WHEREAS, in connection with the Credit Agreements, the Company and certain of its Subsidiaries (other than the Additional Grantor) have entered into the Guarantee and Collateral Agreement, dated as of August 26, 2003 (as amended, supplemented or otherwise modified from time to time, the "Guarantee and Collateral Agreement") in favor of the Collateral Agent for the benefit of the Administrative Agents and the Lenders;

WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and

WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement;

NOW, THEREFORE, IT IS AGREED:

1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in
Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 2-A hereto is hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL GRANTOR]
By:___________________________
Name:
Title:

Annex 2-A to the Assumption Agreement

Supplement to Schedule 1

Supplement to Schedule 2

Annex 3 to the Guarantee and Collateral Agreement

FORM OF JOINDER AGREEMENT

JOINDER, dated as of ________________, 200__, made by ______________________________, a [corporation] [limited liability company]
[limited partnership] [exempt limited liability corporation] (the "Additional Guarantor"), in favor of Barclays Bank PLC, as collateral agent (in such capacity, the "Collateral Agent") for the banks and other financial institutions or entities (the "Lenders") parties to the Credit Agreement referred to below. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

W I T N E S S E T H :

WHEREAS, Aspen Insurance Holdings Limited (the "Company"), the Subsidiary Borrowers, the Lenders and Barclays Bank PLC, as Administrative Agent and Collateral Agent, have entered into a 364-Day Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or otherwise modified from time to time, the "364-Day Credit Agreement") and a 3-Year Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or otherwise modified from time to time, the "3-Year Credit Agreement" and together with the 364-Day Credit Agreement, the "Credit Agreements");

WHEREAS, in connection with the Credit Agreements, the Company and certain of its Subsidiaries (other than the Additional Guarantor) have entered into the Guarantee and Collateral Agreement, dated as of August 26, 2003 (as amended, supplemented or otherwise modified from time to time, the "Guarantee and Collateral Agreement") in favor of the Collateral Agent for the benefit of the Administrative Agents and the Lenders;

WHEREAS, Section 5.10 of the Credit Agreement requires the Additional Guarantor to become a party to the Guarantee and Collateral Agreement as an Additional Guarantor; and

WHEREAS, the Additional Guarantor has agreed to execute and deliver this Joinder to become a party to the Guarantee and Collateral Agreement;

NOW, THEREFORE, IT IS AGREED:

1. Guarantee and Collateral Agreement. By executing and delivering this Joinder, the Additional Guarantor, as provided in Section 5.10 of the Credit Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities as a Guarantor thereunder.

2. GOVERNING LAW. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned has caused this Joinder to be duly executed and delivered as of the date first above written.

[ADDITIONAL GUARANTOR]

By:___________________________
Name:
Title:

EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE

This Compliance Certificate is delivered pursuant to Section 5.2(b) of the 364-Day Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or modified from time to time, the "Credit Agreement"), among Aspen Insurance Holdings Limited, a Bermuda exempted limited liability company (the "Company"), the Subsidiary Borrowers (as defined therein) (together with the Company, collectively, the "Borrowers" and individually, a "Borrower"), the Lenders parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent (in such capacity, the "Administrative Agent") and collateral agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

The undersigned [CHIEF FINANCIAL OFFICER] [FINANCE DIRECTOR] hereby certifies to the Administrative Agent and the Lenders as follows:

1. I am the duly elected, qualified and acting [Chief Financial Officer]
[Finance Director] of the Company.

2. I have reviewed and am familiar with the contents of this Certificate.

3. I have reviewed the terms of the Credit Agreement and the Loan Documents and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and condition of the Company during the accounting period covered by the financial statements attached hereto as Attachment 1 (the "Financial Statements").

4. Attached hereto as Attachment 2 are the computations showing compliance with the covenants set forth in Sections 6.1 of the Credit Agreement.

The undersigned [CHIEF EXECUTIVE OFFICER] [CHIEF FINANCIAL OFFICER]

[PRESIDENT] of the Company hereby certifies to the Administrative Agent and the Lenders as follows:

(1) To the best of my knowledge, during the accounting period covered by the Financial Statements attached hereto, each Loan Party has observed or performed all of its covenants and other

agreements, and satisfied every condition contained in the Credit Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it.

(2) I have no knowledge of the existence, as of the date of this Certificate, of any condition or event which constitutes a Default or Event of Default [, except as set forth below].

IN WITNESS WHEREOF, the undersigned have executed this Compliance Certificate as of the date set forth below.

By: _____________________________________      By: _____________________________
Name:                                          Name:
Title: [Chief Financial Officer]               Title: [Chief Financial Officer]
       [Chief Executive Officer] [President]          [Finance Director]


Date:_______________, 2003                     Date:_______________, 2003

Attachment 1 to Exhibit B

[Attach Financial Statements]

Attachment 2 to Exhibit B

The information described herein is as of ______, 200__, and pertains to the period from _________, 20__ to ________________ __, 200__.

[Set forth Covenant Calculations]

EXHIBIT C-1

FORM OF CLOSING CERTIFICATE

This Closing Certificate is delivered pursuant to Section 4.1(c) of the 364-Day Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or modified from time to time, the "Credit Agreement"), among Aspen Insurance Holdings Limited, a Bermuda exempted limited liability company (the "Company"), the Subsidiary Borrowers (as defined therein) (together with the Company, collectively, the "Borrowers" and individually, a "Borrower"), the Lenders parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent (in such capacity, the "Administrative Agent") and collateral agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

The undersigned [INSERT TITLE OF OFFICER] of the Company [INSERT NAME OF BORROWER] (the "Borrower") hereby certifies to the Administrative Agent and the Lenders as follows:

(1) The representations and warranties of the Borrower set forth in each of the Loan Documents to which it is a party or which are contained in any certificate furnished by or on behalf of the Borrower pursuant to any of the Loan Documents are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof.

(2) No Default or Event of Default has occurred and is continuing as of the date hereof or after giving effect to the Loans to be made on the date hereof and the use of proceeds hereof.

(3) The conditions precedent set forth in Section 4.1 of the Credit Agreement were satisfied as of the Closing Date.

(4) There are no liquidation or dissolution proceedings pending or to my knowledge threatened against the Borrower as of the date hereof, nor has any other event occurred adversely affecting or threatening the continued existence of the Borrower.

The undersigned [Assistant] [Corporate] Secretary of the Borrower certifies as follows:

(1) Attached hereto as Annex 1 is a true, correct and complete copy of certain resolutions duly adopted by the Board of Directors of the Borrower on _________________ authorizing the execution, delivery and performance of the Loan Documents to which the Borrower is a party and the transactions contemplated thereby; such resolutions have not in any way been amended, modified, revoked or rescinded, have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect and are the only corporate proceedings of the Borrower now in force relating to or affecting the matters referred to therein.

(2) Attached hereto as Annex 2 is a true, correct and complete copy of the
[Memorandum of Association] [Articles of Incorporation] of the Borrower as in effect on the date hereof.

(3) Attached hereto as Annex 3 is a true and complete copy of the By-Laws of the Borrower as in effect on the date hereof.

(4) The following persons are now duly elected officers of the Borrower holding the offices indicated next to their respective names below, and such officers have been duly qualified and acting as such officers of the Borrower as of the date hereof, and the signatures appearing opposite their respective names below are the true and genuine signatures of such officers, and each of such officers is duly authorized to execute and deliver on behalf of the Borrower each of the Loan Documents to which it is a party and any certificate or other document to be delivered by the Borrower pursuant to the Loan Documents to which it is a party:

Name Office Signature

IN WITNESS WHEREOF, the undersigned have executed the Closing Certificate as of the date set forth below.

---------------------------------    ------------------------------------------
Name:                                Name:
Title:                               Title:   [Assistant] [Corporate] Secretary


Date:___________________, 2003       Date:______________________, 2003

ANNEX 1

[Board Resolutions]

ANNEX 2

[Memorandum of Association] [Articles of Incorporation]

ANNEX 3

[By-Laws]

EXHIBIT C-2

FORM OF CLOSING CERTIFICATE

This Closing Certificate is delivered pursuant to Section 4.1(c) of the 364-Day Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or modified from time to time, the "Credit Agreement"), among Aspen Insurance Holdings Limited, a Bermuda exempted limited liability company, the Subsidiary Borrowers (as defined therein), the Lenders parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent (in such capacity, the "Administrative Agent") and collateral agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

The undersigned [Assistant] [Corporate] Secretary of [INSERT NAME OF LOAN PARTY] (the "Company") certifies as follows:

1. Attached hereto as Annex 1 is a true, correct and complete copy of certain resolutions duly adopted by the Board of Directors of the Company on _________________ authorizing the execution, delivery and performance of the Loan Documents to which the Company is a party and the transactions contemplated thereby; such resolutions have not in any way been amended, modified, revoked or rescinded, have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect and are the only corporate proceedings of the Borrower now in force relating to or affecting the matters referred to therein.

2. Attached hereto as Annex 2 is a true, correct and complete copy of the
[Memorandum of Association] [Articles of Incorporation] of the Company as in effect on the date hereof.

3. Attached hereto as Annex 3 is a true and complete copy of the By-Laws of the Company as in effect on the date hereof.

4. The following persons are now duly elected officers of the Company holding the offices indicated next to their respective names below, and such officers have been duly qualified and acting as such officers of the Company as of the date hereof, and the signatures appearing opposite their respective names below are the true and genuine signatures of such officers, and each of such officers is duly authorized to execute and deliver on behalf of the Company each of the Loan Documents to which it is a party and any certificate or other document to be delivered by the Company pursuant to the Loan Documents to which it is a party:

Name Office Signature

IN WITNESS WHEREOF, the undersigned has executed the Closing Certificate as of the date set forth below.

Title: [Assistant] [Corporate] Secretary

Date:______________________, 2003

ANNEX 1

[Board Resolutions]

ANNEX 2

[Memorandum of Association] [Articles of Incorporation]

ANNEX 3

[By-Laws]

EXHIBIT D

FORM OF ASSIGNMENT AND ASSUMPTION

Reference is made to the 364-Day Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or modified from time to time, the "Credit Agreement"), among Aspen Insurance Holdings Limited, a Bermuda exempted limited liability company (the "Company"), the Subsidiary Borrowers (as defined therein) (together with the Company, collectively, the "Borrowers" and individually, a "Borrower"), the Lenders parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent (in such capacity, the "Administrative Agent") and collateral agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

The Assignor identified on Schedule l hereto (the "Assignor") and the Assignee identified on Schedule l hereto (the "Assignee") agree as follows:

1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), the interest described in Schedule 1 hereto (the "Assigned Interest") in and to the Assignor's rights and obligations under the Credit Agreement.

2. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, any of its Subsidiaries or any other obligor or the performance or observance by the Company, any of its Subsidiaries or any other obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (c) attaches any Notes held by it evidencing the Assigned Interest and (i) requests that the Administrative Agent, upon request by the Assignee, exchange the attached Notes for a new Note or Notes payable to the Assignee and (ii) if the Assignor has retained any interest in the Credit Agreement, requests that the Administrative Agent exchange the attached Notes for a new Note or Notes payable to the Assignor, in each case in amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date).

3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Assumption; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 5.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit

Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.14(d) of the Credit Agreement.

4. The effective date of this Assignment and Assumption shall be the Effective Date of Assignment described in Schedule 1 hereto (the "Effective Date"). Following the execution of this Assignment and Assumption, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of such acceptance and recording by the Administrative Agent).

5. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) [to the Assignor for amounts which have accrued to the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective Date] [to the Assignee whether such amounts have accrued prior to the Effective Date or accrue subsequent to the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves].

6. From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Assumption, relinquish its rights and be released from its obligations under the Credit Agreement.

7. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto.

Schedule 1 to Assignment and Assumption

Name of Assignor: _______________________

Name of Assignee: _______________________

Effective Date of Assignment: _________________

Commitment Amount Assigned:     $____________



[Name of Assignee]                    [Name of Assignor]


By:                                   By:
   ----------------------------           ----------------------------
   Title:                                 Title:


Accepted:                             Consented To:*

BARCLAYS BANK PLC, as                 ASPEN HOLDINGS INSURANCE LIMITED
Administrative Agent


By:                                   By:
   ----------------------------           ----------------------------
   Title:                                 Title:


                                      BARCLAYS BANK PLC, as
                                      Administrative Agent


                                      By:
                                          ----------------------------
                                         Title:


-------------------

* Please refer to Section 9.6(b) of the Credit Agreement to determine if Borrower's and/or Administrative Agent's consent is required.

EXHIBIT E-1

[FORM OF LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. OPINION]

Exhibit E-2

[FORM OF APPLEBY SPURLING & KEMPE OPINION]

Exhibit E-3

[FORM OF SIMPSON THACHER & BARTLETT LLP - LONDON OPINION]

EXHIBIT F

FORM OF EXEMPTION CERTIFICATE

Reference is made to the 364-Day Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or modified from time to time, the "Credit Agreement"), among Aspen Insurance Holdings Limited, a Bermuda exempted limited liability company (the "Company"), the Subsidiary Borrowers (as defined therein) (together with the Company, collectively, the "Borrowers" and individually, a "Borrower"), the Lenders parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent (in such capacity, the "Administrative Agent") and collateral agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

______________________ (the "Non-U.S. Lender") is providing this certificate pursuant to Section 2.13(e) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants that:

1. The Non-U.S. Lender is the sole record and beneficial owner of the Loans or the obligations evidenced by Note(s) in respect of which it is providing this certificate.

2. The Non-U.S. Lender is not a "bank" for purposes of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the "Code"). In this regard, the Non-U.S. Lender further represents and warrants that:

(a) the Non-U.S. Lender is not subject to regulatory or other legal requirements as a bank in any jurisdiction; and

(b) the Non-U.S. Lender has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements;

3. The Non-U.S. Lender is not a 10-percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code; and

4. The Non-U.S. Lender is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(c) of the Code.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date set forth below.

[NAME OF NON-U.S. LENDER]

Title:

Date: ____________________

$____________                                                 New York, New York
                                                                 August 29, 2003

                  FOR VALUE RECEIVED, the undersigned, ASPEN INSURANCE HOLDINGS

LIMITED, a Bermuda exempted limited liability company (the "Company"), hereby unconditionally promises to pay to the order of ____________________ (the "Lender") or its registered assigns at the Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the Maturity Date as to the Loans evidenced hereby, the principal amount of (a) ________ DOLLARS ($_____), or, if less, (b) the aggregate unpaid principal amount of all Loans made by the Lender to the Company pursuant to Section 2.1 of the Credit Agreement. The Company further agrees to pay interest in like money at such Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.8 of the Credit Agreement.

The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type, and amount of the Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion of thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Loan.

This Note (a) is one of the Notes referred to in the 364-Day Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or modified from time to time, the "Credit Agreement"), among the Company, the Subsidiary Borrowers (as defined in the Credit Agreement), the Lenders parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent and collateral agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional prepayment in whole or in part as provided in the Credit Agreement. This Note is guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for the nature and extent of the guarantees, the terms and conditions upon which each guarantee was granted and the rights of the holder of this Note in respect thereof.

Upon the occurrence of any one or more Events of Default, all principal and all accrued interest then remaining unpaid on this Note may be declared to be or may otherwise become, immediately due and payable, all as provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 9.6 OF THE CREDIT AGREEMENT.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED

IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

ASPEN INSURANCE HOLDINGS LIMITED

Title:

Schedule A to Company Note

-------------- --------------------- --------------- ---------------------- ------------------- ------------------- --------------
                                         Amount      Amount of Principal of Amount of Base Rate Unpaid Principal
                Amount of Base Rate    Converted to      Base Rate Loans     Loans Converted to      Balance        Notation Made
      Date              Loans        Base Rate Loans          Repaid           Eurodollar Loans  of Base Rate Loans      By
-------------- --------------------- --------------- ---------------------- ------------------- ------------------- --------------
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Schedule B to Company Note

------------ ----------- ---------------- ---------------------- ------------------ -------------------- ---------------- --------
                                           Interest Period and       Amount of          Amount of        Unpaid Principal
              Amount of       Amount         Eurodollar Rate        Principal of        Eurodollar         Balance of
             Eurodollar    Converted to           with             Eurodollar Loans  Loans Converted to     Eurodollar    Notation
    Date        Loans    Eurodollar Loans    Respect Thereto            Repaid         Base Rate Loans        Loans        Made By
------------ ----------- ---------------- ---------------------- ------------------ -------------------- ---------------- --------

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$____________                                          New York, New York
                                                         ________ __, 200___

                  FOR VALUE RECEIVED, the undersigned, [NAME OF SUBSIDIARY

BORROWER], a __________ [corporation] [limited liability company] [limited partnership] [exempt limited liability corporation] (the "Borrower"), hereby unconditionally promises to pay to the order of ____________________ (the "Lender") or its registered assigns at the Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the Maturity Date as to the Loans evidenced hereby, the principal amount of (a) ________ DOLLARS ($_____), or, if less, (b) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Section 2.1 of the Credit Agreement. The Borrower further agrees to pay interest in like money at such Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.8 of the Credit Agreement.

The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type, and amount of the Loan and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion of thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Loan.

This Note (a) is one of the Notes referred to in the 364-Day Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or modified from time to time, the "Credit Agreement"), among the Company, the Subsidiary Borrowers (as defined in the Credit Agreement), the Lenders parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent and collateral agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional prepayment in whole or in part as provided in the Credit Agreement. This Note is guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for the nature and extent of the guarantees, the terms and conditions upon which each guarantee was granted and the rights of the holder of this Note in respect thereof.

Upon the occurrence of any one or more Events of Default, all principal and all accrued interest then remaining unpaid on this Note may be declared to be or may otherwise become, immediately due and payable, all as provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 9.6 OF THE CREDIT AGREEMENT.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED

IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[NAME OF SUBSIDIARY BORROWER]

Title:

Schedule A to Subsidiary Borrower Note

-------------- --------------------- --------------- ---------------------- ------------------- ------------------- --------------
                                         Amount      Amount of Principal of Amount of Base Rate Unpaid Principal
                Amount of Base Rate    Converted to      Base Rate Loans     Loans Converted to      Balance        Notation Made
      Date              Loans        Base Rate Loans          Repaid           Eurodollar Loans  of Base Rate Loans      By
-------------- --------------------- --------------- ---------------------- ------------------- ------------------- --------------
-------------- --------------------- --------------- ---------------------- ------------------- ------------------- --------------

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Schedule B to Subsidiary Borrower Note

------------ ----------- ---------------- ---------------------- ------------------ -------------------- ---------------- --------
                                           Interest Period and       Amount of          Amount of        Unpaid Principal
              Amount of       Amount         Eurodollar Rate        Principal of        Eurodollar         Balance of
             Eurodollar    Converted to           with             Eurodollar Loans  Loans Converted to     Eurodollar    Notation
    Date        Loans    Eurodollar Loans    Respect Thereto            Repaid         Base Rate Loans        Loans        Made By
------------ ----------- ---------------- ---------------------- ------------------ -------------------- ---------------- --------

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EXHIBIT I

FORM OF NOTICE OF CONVERSION/CONTINUATION

Date:

To: Barclays Bank PLC, as Administrative Agent for the Lenders parties to the Credit Agreement dated as of August 26, 2003 (as amended, supplemented or modified from time to time, the "Credit Agreement") among Aspen Insurance Holdings Limited, a Bermuda exempted limited liability company (the "Company"), the Subsidiary Borrowers (as defined therein) (together with the Company, collectively, the "Borrowers" and individually, a "Borrower"), the Lenders parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent and collateral agent

Ladies and Gentlemen:

The undersigned, Aspen Insurance Holdings Limited, refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 2.6 of the Credit Agreement, of the [conversion] [continuation] of the Loans specified herein, that:

1. The conversion/continuation date is ______________, 20__ (the "Conversion/Continuation Date").

2. The aggregate amount of the Loans to be [converted] [continued] is $___.

3. The Loans are to be [converted into] [continued as] [Eurodollar] [ABR] Loans.

4. [If applicable:] The duration of the Interest Period for the Loans included in the [conversion] [continuation] shall be [ days] [ months].

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the proposed Conversion/Continuation Date, before and after giving effect thereto and to the application of the proceeds therefrom:

(a) no Default or Event of Default has occurred and is continuing, or would result from such proposed [conversion] [continuation]; and

(b) the proposed [conversion][continuation] will not cause the aggregate principal amount of all outstanding Loans to exceed the combined Commitments of the Lenders.

ASPEN INSURANCE HOLDINGS LIMITED

By:___________________________
Name:
Title:

EXHIBIT J

FORM OF SUBSIDIARY BORROWER AGREEMENT

SUBSIDIARY BORROWER AGREEMENT, dated as of ____________, __ 200__, made by ______________________________, a ______________ [corporation]
[limited liability company] [limited partnership] [exempt limited liability corporation] (the "Additional Subsidiary Borrower"), in favor of Barclays Bank PLC, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders (the "Lenders") parties to the Credit Agreement referred to below. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

W I T N E S S E T H :

WHEREAS, Aspen Insurance Holdings Limited (the "Company"), the Subsidiary Borrowers, the Lenders, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as Administrative Agent and collateral agent, have entered into a Credit Agreement, dated as of August 26, 2003 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement");

WHEREAS, the Credit Agreement permits the Additional Subsidiary Borrower to become a Subsidiary Borrower pursuant to the terms and conditions of the Credit Agreement; and

WHEREAS, the Additional Subsidiary Borrower has agreed to execute and deliver this Subsidiary Borrower Agreement in order to become a Subsidiary Borrower under the Credit Agreement;

NOW, THEREFORE, IT IS AGREED:

Section 1. Credit Agreement. Subject to the satisfaction of each of the conditions set forth in subsection 4.3 of the Credit Agreement, by executing and delivering this Subsidiary Borrower Agreement, the Additional Subsidiary Borrower hereby becomes a Subsidiary Borrower under the Credit Agreement with the same force and effect as if originally named therein as a Subsidiary Borrower and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Subsidiary Borrower thereunder.

Section 2. Representations And Warranties. The Company hereby represents and warrants that each of the representations and warranties contained in Section 3 of the Credit Agreement is true and correct on and as the date hereof (after giving effect to this Subsidiary Borrower Agreement) as if made on and as of such date (except where such representation and warranty speaks of a specific date in which case such representation and warranty shall be true and correct as of such date).

Section 3. GOVERNING LAW. THIS SUBSIDIARY BORROWER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned have caused this Subsidiary Borrower Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL SUBSIDIARY BORROWER]
By:___________________________
Name:
Title:

ASPEN INSURANCE HOLDINGS LIMITED
By:___________________________
Name:
Title:

ANNEX 1

[Board Resolutions]

ANNEX 2

[Organizational Documents]

ANNEX 3

[By-Laws]

EXHIBIT K

SHARE CHARGE

made by

[NAME OF CHARGING COMPANY]

in favour of

BARCLAYS BANK PLC

Dated ____________ ___, 20__

CONTENTS

CLAUSE                                                                      PAGE

1.   INTERPRETATION...........................................................1
2.   CHARGING CLAUSE..........................................................4
3.   CONTINUING SECURITY......................................................4
4.   FURTHER ASSURANCE........................................................4
5.   NEGATIVE PLEDGE AND DISPOSAL RESTRICTIONS................................5
6.   REPRESENTATIONS..........................................................5
7.   UNDERTAKINGS.............................................................6
8.   ATTORNEY.................................................................7
9.   ENFORCEMENT AND POWERS OF THE COLLATERAL AGENT...........................8
10.  STATUS, POWERS, REMOVAL AND REMUNERATION OF RECEIVER.....................8
11.  APPLICATION OF MONEYS....................................................9
12.  PROTECTION OF THIRD PARTIES.............................................10
13.  PROTECTION OF ADMINISTRATIVE AGENTS, COLLATERAL AGENT AND RECEIVER......10
14.  COSTS AND EXPENSES......................................................11
15.  CUMULATIVE POWERS AND AVOIDANCE OF PAYMENTS.............................12
16.  RULING OFF ACCOUNTS.....................................................12
17.  DELEGATION..............................................................12
18.  REDEMPTION OF PRIOR CHARGES.............................................13
19.  RELEASE.................................................................13
20.  NOTICES.................................................................13
21.  CHANGES TO PARTIES......................................................14
22.  CURRENCY CLAUSES........................................................14
23.  MISCELLANEOUS...........................................................14
24.  GOVERNING LAW...........................................................15
SCHEDULE 1...................................................................17
Material Subsidiary Shares...................................................17

THIS DEED is made on ___________ __, 20__

BETWEEN:

(1) [NAME OF CHARGING COMPANY] (an [exempt limited liability company]
[corporation] incorporated in [jurisdiction of incorporation] with registered number [ ]) (the "CHARGING COMPANY");

(2) BARCLAYS BANK PLC whose registered office is at 5 The North Colonnade, Canary Wharf, London, United Kingdom, as Collateral Agent in such capacity, the "COLLATERAL AGENT" for (a) the Administrative Agent (as defined therein) under the 364-Day Credit Agreement (as defined below) and the banks or other financial institutions or entities (the "364-DAY LENDERS") from time to time party to the 364-Day Credit Agreement and (b) the Administrative Agent (as defined therein) under the 3-Year Credit Agreement (as defined below) and the banks or other financial institutions or entities (the "3-YEAR LENDERS" and together with the 364-Day Lenders, the " LENDERS") from time to time party to the 3-Year Credit Agreement.

THE PARTIES AGREE AS FOLLOWS:

1. INTERPRETATION

1.1 Definitions

In this deed:

"ADMINISTRATIVE AGENTS" means collectively, Barclays Bank PLC, as Administrative Agent under the 364-Day Credit Agreement and Barclays Bank PLC, as Administrative Agent under the 3-Year Credit Agreement.

"AFTER-ACQUIRED SHARES" means any shares obtained by the Charging Company in the future in any Material Subsidiary subject, in the case of any Material Subsidiary which is an Insurance Subsidiary, to any consent or authorization of, filing with or notice to, any relevant insurance commission or other Governmental Authority pursuant to any applicable Requirement of Law in connection with the creation subsequent to the Closing Date in accordance with Section 5.4 of a security interest in the Capital Stock of any Material Subsidiary which is an Insurance Subsidiary;

"CHARGED PROPERTY" means (a) the Material Subsidiary Shares listed in Schedule 1 hereto; (b) any After-acquired Shares; (c) all Distribution Rights with respect to such Material Subsidiary Shares and After-acquired Shares; and (d) to the extent not covered by (a), (b) and (c), all proceeds of any or all of (a), (b) and (c) above. For purposes of this deed, the term "proceeds" includes whatever is receivable or received when assets or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guarantee payable to the Charging Company, the Administrative Agents or the Collateral Agent from time to time with respect to the Charged Property;

"CREDIT AGREEMENTS" means collectively, (i) the 364-Day Credit Agreement, dated as of the

date hereof among the Company, the Subsidiary Borrowers (as defined therein), the several banks and other financial institutions or entities from time to time parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent and as collateral agent (as amended, supplemented or otherwise modified or replaced from time to time, the "364-DAY CREDIT AGREEMENT") and (ii) the 3-Year Credit Agreement, dated as of the date hereof among the Company, the Subsidiary Borrowers (as defined therein), the several banks and other financial institutions or entities from time to time parties thereto, Credit Lyonnais New York Branch, as documentation agent, and Barclays Bank PLC, as administrative agent and as collateral agent, as amended, supplemented or otherwise modified or replaced from time to time, the "3-YEAR CREDIT AGREEMENT");

"DEFAULT RATE" means the rate at which default interest is payable under Section 2.8(c) of each of the Credit Agreements;

"DISTRIBUTION RIGHTS" means all dividends, distributions and other income paid or payable on a Material Subsidiary Share or any After-acquired Share, together with all shares or other property derived from such Material Subsidiary Share or any After-acquired Share and all other allotments, accretions, rights, benefits and advantages of all kinds accruing, offered or otherwise derived from or incidental to that Material Subsidiary Share or any After-acquired Share (whether by way of conversion, redemption, bonus, preference, option or otherwise);

"INDEBTEDNESS" means all money or liabilities due, owing or incurred to the Administrative Agent, the Collateral Agent or any of the Lenders under each Credit Agreement by the Charging Company or any other Borrower under each Credit Agreement, this deed and any other Loan Document at present or in the future, in any manner whether actual or contingent, whether incurred solely or jointly with any other person and whether as principal or surety, together with all interest accruing thereon;

"LIEN" means any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other), charge or other security interest or any other security agreement (including the interest of a vendor or lessor in any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

"MATERIAL SUBSIDIARY SHARES" means all shares owned by the Charging Company in its Material Subsidiaries from time to time and charged under this deed as specified in Schedule 1;

"PLEDGED MATERIAL SUBSIDIARY" means any Material Subsidiary the Capital Stock of which owned by the Charging Company is required to be charged hereunder pursuant to the terms of either Credit Agreement;

"RECEIVER" means a receiver and manager or (if the Collateral Agent so specifies in the relevant appointment) receiver, in each case appointed under this deed;

1.2 CONSTRUCTION

In this agreement, unless a contrary intention appears, a reference to:

(a) an "AGREEMENT" includes any legally binding arrangement, concession, contract, deed or franchise (in each case whether oral or written);

(b) an "AMENDMENT" includes any amendment, supplement, variation, novation, modification, replacement or restatement and "AMEND", "AMENDING" and "AMENDED" shall be construed accordingly;

(c) "ASSETS" includes property, business, undertaking and rights of every kind, present, future and contingent (including uncalled share capital) and every kind of interest in an asset;

(d) a "CONSENT" includes an authorisation, approval, exemption, licence, order, permission or waiver;

(e) "INCLUDING" means including without limitation and "INCLUDES" and "INCLUDED" shall be construed accordingly;

(f) "LOSSES" includes losses, actions, damages, claims, proceedings, costs, demands, expenses (including fees) and liabilities and "LOSS" shall be construed accordingly;

(g) a "MONTH" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(i) if any such period would otherwise end on a day which is not a Business Day, it shall end on the next Business Day in the same calendar month or, if none, on the preceding Business Day; and

(ii) if a period starts on the last Business Day in a calendar month, or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month,

and references to "MONTHS" shall be construed accordingly;

(h) a "PERSON" includes any person, individual, partnership, firm, company, corporation, limited liability company, joint stock company, trust, unincorporated association, joint venture, government, state or agency of a state or any undertaking (within the meaning of section 259(1) of the Companies Act 1985) or other association (whether or not having separate legal personality) or any two or more of the foregoing;

(i) a "REGULATION" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental body, agency, department or regulatory, self-regulatory or other authority or organisation;

(j) unless the context otherwise requires or unless otherwise defined in this deed, words and expressions defined in the applicable Credit Agreement have the same meanings when used in this deed;

(k) the parties intend that this document shall take effect as a deed.

1.3 OTHER REFERENCES

In this deed, unless a contrary intention appears:

(a) a reference to any person is, where relevant, deemed to be a reference to or to include, as appropriate, that person's successors, indorsees and permitted assignees or transferees;

(b) references to clauses and schedules are references to, respectively, clauses of and schedules to this deed and references to this deed include its schedules;

(c) a reference to (or to any specified provision of) any agreement or document is to be construed as a reference to that agreement or document (or that provision) as it may be amended from time to time;

(d) a reference to a statute, statutory instrument or accounting standard or any provision thereof is to be construed as a reference to that statute, statutory instrument or accounting standard or such provision thereof, as it may be amended or re-enacted from time to time;

(e) the index to and the headings in this deed are inserted for convenience only and are to be ignored in construing this deed; and

(f) words importing the plural shall include the singular and vice versa.

2. CHARGING CLAUSE

2.1 The Charging Company, as security for the payment of the Indebtedness charges in favour of the Collateral Agent, for the benefit of the Administrative Agents and the Lenders and their respective successors, indorsees, transferees and assigns with full title guarantee by way of first equitable mortgage all of the Charged Property with the intention that such charge shall take effect as first equitable mortgage and shall rank ahead of any other present or future security over such Charged Property.

2.2 Section 6(2) of the Law of Property Act 1994 shall not apply to this deed.

3. CONTINUING SECURITY

3.1 CONTINUING SECURITY

This security is to be a continuing security notwithstanding any intermediate payment or settlement of all or any part of the Indebtedness or any other matter or thing.

3.2 OTHER SECURITY

This security is to be in addition and shall neither be merged in nor in any way exclude or

prejudice or be affected by any other security or other right which either Administrative Agent, the Collateral Agent and/or any Lender may now or after the date of this deed hold for any of the Indebtedness, and this security may be enforced against the Charging Company without first having recourse to any other rights of either Administrative Agent, the Collateral Agent or any Lender.

4. FURTHER ASSURANCE

The Charging Company will, at its own expense, promptly following request by the Collateral Agent, execute such deeds and other agreements and otherwise take whatever action the Collateral Agent may require:

(a) to perfect and/or protect the security created (or intended to be created) by this deed;

(b) to facilitate the realisation or enforcement of such security;

(c) to facilitate the exercise of any of the Collateral Agent's rights, powers or discretions under this deed; and/or

(d) to confer on the Collateral Agent security over any assets of the Charging Company (in whatever jurisdiction situated) equivalent or similar to the security intended to be conferred by this deed.

5. NEGATIVE PLEDGE AND DISPOSAL RESTRICTIONS

The Charging Company will not:

(a) create or agree to create or permit to subsist any Lien on or option in favour of all or any part of the Charged Property, except for the charge created pursuant to this deed or any other Security Document;

(b) sell, assign, transfer, exchange, lease out, lend or otherwise dispose of all or any part of or grant any option with respect to, the Charged Property or the right to receive or to be paid the proceeds arising on the disposal of the same, or agree or attempt to do so;

(c) enter into any agreement or undertaking (other than this deed and the Credit Agreements) restricting the right or ability of the Charging Company or the Collateral Agent to sell, assign, transfer, exchange or otherwise dispose of any of the Charged Property or Distribution Rights thereof;

(d) dispose of the equity of redemption in respect of all or any part of the Charged Property.

6. REPRESENTATIONS

The Charging Company represents that:

(a) it is the legal and beneficial owner of the Material Subsidiary Shares identified against its name in Schedule 1 [(save in relation to those Material Subsidiary Shares which are held by a nominee for it in which case it is the beneficial owner only of those Material

Subsidiary Shares)];

(b) all of those Material Subsidiary Shares are validly issued and fully paid and fully called up.

(c) it has full legal power, authority and legal right to charge all of the Charged Property pursuant to this deed;

(d) except for the charge created by this deed and the Liens permitted to exist under each of the Credit Agreements, it is and will be the sole legal and beneficial owner of the Material Subsidiary Shares free and clear of any Lien or claims of others;

(e) the charge created by this deed (i) constitutes a valid legal and binding obligation and an effective first-priority security interest in the Charged Property in favour of the Collateral Agent, for the benefit of the Administrative Agents and the Lenders, as security for the Indebtedness and (ii) is prior to all other Liens on the Charged Property in existence on the date hereof;

(f) it shall maintain the security constituted by this deed as a perfected security interest having the priority described in clause 6(e) and shall defend its and the Collateral Agent's title or interest in and to all the Charged Property against any and all claims and demands of all persons whosoever; and

(g) it will, from time to time, at the written request of the Collateral Agent, and at the sole expense of the Charging Company, duly execute and deliver such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this deed and of the rights and powers herein granted.

7. UNDERTAKINGS

7.1 TITLE DOCUMENTS

The Charging Company will promptly deposit with the Collateral Agent (or as it shall direct) all stock and share certificates and other documents of title relating to the Material Subsidiary Shares and any After-acquired Shares at any time charged hereunder (including, without limitation, any certificate or other document of title representing a Distribution Right) together with share transfer forms duly stamped and executed in blank and left undated on the basis that the Collateral Agent shall be able to hold such documents of title and share transfer forms until the Indebtedness has been irrevocably and unconditionally discharged in full and shall be entitled, at any time, following the occurrence of an Event of Default or if the Collateral Agent considers that the security constituted by this deed is in jeopardy to complete, under its power of attorney given by clause 8 (Attorney) below, the share transfer forms on behalf of the Charging Company in favour of itself or such other person as it shall select; provided, that, in the case of an Insurance Subsidiary, the required consents and approvals of the appropriate Governmental Authority, if any, have been obtained.

7.2 VOTING AND DISTRIBUTION RIGHTS

Until an Event of Default occurs:

(a) The Charging Company shall be entitled to receive and retain all cash dividends, distributions and other monies paid on or derived from the Material Subsidiary Shares

and any After-acquired Shares; and

(b) the Charging Company shall be entitled to exercise all voting and other rights and powers attaching to the Material Subsidiary Shares and any After-acquired Shares; provided, that, except as permitted pursuant to the terms of the Credit Agreements, it shall not vote to take any other action to permit any Pledged Material Subsidiary to issue any Capital Stock of any nature or to issue any other securities convertible into, or granting the right to purchase or exchange for, any Capital Stock of any nature of the Pledged Material Subsidiary or otherwise exercise any such voting rights or powers in a manner prejudicial to the interests of the Administrative Agent under this deed.

The Charging Company agrees that (i) it will be bound by the terms of this deed and the Credit Agreements relating to the Capital Stock issued by the Pledged Material Subsidiary and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Agent promptly in writing if, at any time, it obtains any After-acquired Shares or if any Distribution Rights are represented by a share certificate or other document of title and
(iii) it will provide to the Collateral Agent a supplement to Schedule 1 hereto reflecting such After-acquired Shares or Distribution Rights which are represented by a share certificate or other document of title.

7.3 COLLATERAL AGENT EXONERATION

At any time when any Material Subsidiary Shares or After-acquired Shares are registered in the name of the Collateral Agent or its nominee, the Collateral Agent will not be under any duty to ensure that any dividends, distributions or other monies payable in respect of such Material Subsidiary Shares or After-acquired Shares are duly and promptly paid or received by it or its nominee, or to verify that the correct amounts are paid or received, or to take any action in connection with the taking up of any (or any offer of any) stocks, shares, rights, monies or other property paid, distributed, accruing or offered at any time by way of interest, dividend, redemption, bonus, rights, preference, option, warrant or otherwise on or in respect of or in substitution for, any of those Material Subsidiary Shares or After-acquired Shares.

7.4 RETENTION OF DOCUMENTS

The Collateral Agent may retain any document delivered to it under clause 7.1 (Title Documents) or otherwise until the security created by this deed is released and, if for any reason it ceases to hold any such document before that time, it may by notice to the Charging Company require that the relevant document be redelivered to it and the Charging Company shall promptly comply (or procure compliance) with that notice.

8. ATTORNEY

Subject to the last sentence of this Section 8, the Charging Company, by way of security, irrevocably and severally appoints the Collateral Agent, each Receiver and any person nominated for the purpose by the Collateral Agent or any Receiver (in writing and signed by an officer of the Collateral Agent or Receiver) as its attorney (with full power of substitution and delegation) in its name and on its behalf and as its act and deed to execute, seal and deliver (using the company seal where appropriate) and otherwise perfect and do any deed, assurance, agreement, instrument, act or thing which it ought to execute and do under the terms of this deed, or which may be required or deemed proper in the exercise of any rights or powers

conferred on the Administrative Agents, the Collateral Agent or any Receiver under this deed or otherwise for any of the purposes of this deed, and the Charging Company covenants with the Administrative Agents, the Collateral Agent and each Receiver to ratify and confirm all such acts or things made, done or executed by that attorney. Anything in this Section 9 to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 8 unless an Event of Default shall have occurred and be continuing.

9. ENFORCEMENT AND POWERS OF THE COLLATERAL AGENT

9.1 STATUTORY RESTRICTIONS

The restriction on the consolidation of mortgages and on power of sale imposed by sections 93 and 103 respectively of the Law of Property Act 1925 shall not apply to the security constituted by this deed.

9.2 ENFORCEMENT POWERS

For the purpose of all rights and powers implied or granted by statute, the Indebtedness is deemed to have fallen due on the date of this deed. The power of sale and other powers conferred by section 101 of the Law of Property Act 1925 and all other enforcement powers conferred by this deed shall be immediately exercisable at any time after an Event of Default has occurred.

9.3 STATUTORY POWERS

The powers conferred on mortgagees, receivers or administrative receivers by the Law of Property Act 1925 and the Insolvency Act 1986 (as the case may be) shall apply to the security created by this deed, unless they are expressly or impliedly excluded. If there is ambiguity or conflict between the powers contained in those Acts and those contained in this deed, those contained in this deed shall prevail.

9.4 APPOINTMENT OF RECEIVER

(a) At any time after an Event of Default has occurred, or if so requested by the Charging Company, the Collateral Agent may, by writing under hand signed by any officer or manager of the Collateral Agent, appoint any person (or persons) to be a Receiver of all or any part of the Charged Property.

(b) Section 109(1) of the Law of Property Act 1925 shall not apply to this deed.

9.5 EXERCISE OF POWERS

All or any of the powers conferred upon mortgagees by the Law of Property Act 1925 as varied or extended by this deed, and all or any of the rights and powers conferred by this deed on a Receiver (whether expressly or impliedly), may be exercised by the Collateral Agent without further notice to the Charging Company at any time after an Event of Default has occurred, irrespective of whether the Collateral Agent has taken possession or appointed a Receiver of the

Charged Property.

10. STATUS, POWERS, REMOVAL AND REMUNERATION OF RECEIVER

10.1 RECEIVER AS AGENT

Each Receiver shall be the agent of the Charging Company which shall be solely responsible for his acts or defaults, and for his remuneration and expenses, and be liable on any agreements or engagements made or entered into by him. The Collateral Agent will not be responsible for any misconduct, negligence or default of a Receiver.

10.2 POWERS OF RECEIVER

Each Receiver appointed under this deed shall have all the powers conferred from time to time on receivers by the Law of Property Act 1925 and the Insolvency Act 1986 (each of which is deemed incorporated in this deed), so that the powers set out in Schedule 1 to the Insolvency Act 1986 (to the extent relevant) shall extend to every Receiver, whether or not an administrative receiver.

10.3 REMOVAL OF RECEIVER

The Collateral Agent may by notice remove from time to time any Receiver appointed by it and, whenever it may deem appropriate, appoint a new Receiver in the place of any Receiver whose appointment has terminated, for whatever reason.

10.4 REMUNERATION OF RECEIVER

The Collateral Agent may from time to time fix the remuneration of any Receiver appointed by it.

11. APPLICATION OF MONEYS

11.1 ORDER OF APPLICATION

All moneys received by the Collateral Agent or any Receiver appointed under this deed shall be applied in the following order:

(a) in payment of the costs and losses incurred, and payments made, by the Collateral Agent, the Administrative Agents and/or any Receiver (including the payment of preferential debts);

(b) in payment of remuneration to the Receiver at such market rates as may be agreed between him and the Collateral Agent (acting reasonably) at or any time after his appointment;

(c) to the Administrative Agents, for application by them towards satisfaction of amounts then due and owing and remaining unpaid in respect of the Indebtedness, pro rata among the Lenders according to the amounts then due and owing and remaining unpaid to the Lenders; and

(d) the surplus (if any) shall be paid to the Charging Company or other person entitled to it.

11.2 SECTION 109 LAW OF PROPERTY ACT 1925

Sections 109(6) and (8) of the Law of Property Act 1925 shall not apply to a Receiver appointed under this deed.

11.3 SUSPENSE ACCOUNT

Until the Indebtedness is paid in full, the Collateral Agent may place and keep (for such time as it shall determine) any money received pursuant to this deed or on account of the Charging Company's liability in respect of the Indebtedness in an interest bearing separate suspense account (to the credit of either the Charging Company or the Collateral Agent as the Collateral Agent shall think fit) and the Receiver may retain the same for the period which he and the Collateral Agent consider expedient without having any obligation to apply all or any part of that money in or towards discharge of the Indebtedness.

12. PROTECTION OF THIRD PARTIES

12.1 NO OBLIGATION TO ENQUIRE

No purchaser from, or other person dealing with, the Collateral Agent or any Receiver (or their agents) shall be obliged or concerned to enquire whether:

(a) the right of the Collateral Agent or any Receiver to exercise any of the powers conferred by this deed has arisen or become exercisable or as to the propriety or validity of the exercise or purported exercise of any such power; or

(b) any of the Indebtedness remains outstanding or be concerned with notice to the contrary and the title and position of such a purchaser or other person shall not be impeachable by reference to any of those matters.

12.2 RECEIPT CONCLUSIVE

The receipt of the Collateral Agent or any Receiver shall be an absolute and a conclusive discharge to a purchaser, and shall relieve him of any obligation to see to the application of any moneys paid to or by the direction of the Collateral Agent or any Receiver.

13. PROTECTION OF ADMINISTRATIVE AGENTS, COLLATERAL AGENT AND RECEIVER

13.1 NO LIABILITY

None of the Administrative Agents, the Collateral Agent nor any Receiver shall be liable in respect of any of the Charged Property or for any loss or damage which arises out of the exercise or the attempted or purported exercise of, or the failure to exercise any of, their respective powers, unless caused by its or his gross negligence or wilful misconduct.

13.2 POSSESSION OF CHARGED PROPERTY

Without prejudice to clause 13.1 (No Liability), if the Collateral Agent or any Receiver enters into possession of the Charged Property, it will not be liable to account as mortgagee in possession and may at any time at its discretion go out of such possession.

13.3 LIABILITY OF CHARGING COMPANY

The obligations of the Charging Company under this deed and the charges contained in this deed shall not be impaired by any forbearance, neglect, indulgence, extension of time, release, surrender or loss of securities, dealing, variation or arrangement by the Administrative Agents, the Lenders or the Collateral Agent, as the case may be, or by any other act, event or matter whatsoever whereby the charges contained in this deed (as secondary or collateral charges only) would, but for this provision, have been discharged.

14. COSTS AND EXPENSES

14.1 INITIAL EXPENSES

The Charging Company will on demand pay to each of the Administrative Agents, the Collateral Agent and any Receiver the amount of all costs and expenses (including legal fees and other out-of-pocket expenses and any value added tax or other similar tax thereon) reasonably incurred by any of them in connection with:

(a) the negotiation, preparation, execution and completion of this deed, and all documents, matters and things referred to in, or incidental to this deed;

(b) any amendment, consent or suspension of rights (or proposal for any of the same) relating to this deed (and documents, matters or things referred to in this deed); and

(c) the investigation of any Default; provided, however, that any Charged Company which is an Insurance Subsidiary shall have no liability under this Section with respect to costs and expenses referred to above except to the extent of the share of such costs and expenses reasonably allocable or attributable to the Charged Property of such Charging Company.

14.2 ENFORCEMENT EXPENSES

The Charging Company will on demand pay to each of the Administrative Agents, the

Collateral Agent and any Receiver the amount of all costs and expenses (including legal fees and other out of pocket expenses and any value added tax or other similar tax thereon) reasonably incurred by any of them in connection with the preservation, enforcement or attempted preservation or enforcement of any of their rights under this deed (and any documents referred to in this deed) or any of the Charged Property; provided, however, that any Charged Company which is an Insurance Subsidiary shall have no liability under this Section with respect to costs and expenses referred to above except to the extent of the share of such costs and expenses reasonably allocable or attributable to the Charged Property of such Charging Company.

14.3 STAMP DUTIES, ETC

The Charging Company will on demand indemnify each of the Administrative Agents, the Collateral Agent and any Receiver appointed under this deed, from and against any liability for any stamp, documentary, filing and other duties and Taxes (if any) which are or may become payable in connection with this deed.

14.4 DEFAULT INTEREST

If not paid when due, the amounts payable under this clause 14 shall carry interest (compounded with monthly rests at the Default Rate (after as well as before judgment), from the date of demand and shall form part of the Indebtedness.

15. CUMULATIVE POWERS AND AVOIDANCE OF PAYMENTS

15.1 CUMULATIVE POWERS

The powers which this deed confers on the Administrative Agents, the Collateral Agent and any Receiver appointed under this deed are cumulative, without prejudice to their respective powers under the general law, and may be exercised as often as the relevant person thinks appropriate. The Administrative Agents, the Collateral Agent or any Receiver may, in connection with the exercise of their powers, join or concur with any person in any transaction, scheme or arrangement whatsoever. The respective powers of the Administrative Agents, the Collateral Agent and any Receiver will in no circumstances be suspended, waived or otherwise prejudiced by anything other than an express consent or amendment.

15.2 AMOUNTS AVOIDED

If any amount paid in respect of the Indebtedness is capable of being avoided or set aside, then for the purposes of this deed that amount shall not be considered to have been paid.

15.3 DISCHARGE CONDITIONAL

Any settlement or discharge between the Charging Company and the Administrative Agents or the Collateral Agent shall be conditional upon no security or payment to the Administrative Agent or Collateral Agent by the Charging Company or any other person being avoided, set aside, ordered to be refunded or reduced by virtue of any provision or enactment relating to insolvency and accordingly the Administrative Agent and the Collateral Agent, as the case may be, shall be entitled to recover from the Charging Company the value which the Administrative Agent and the Collateral Agent, as the case may be, has placed on that security or the amount of

any such payment as if that settlement or discharge had not occurred.

16. RULING OFF ACCOUNTS

If the Collateral Agent receives notice of any subsequent Liens or other interest affecting any of the Charged Property (except as permitted by each of the Credit Agreements) it may open a new account for the Charging Company in its books. If it does not do so then (unless it gives express notice to the contrary to the Charging Company), as from the time it receives that notice, all payments made by the Charging Company to it (in the absence of any express appropriation to the contrary) shall be treated as having been credited to a new account of the relevant Charging Company and not as having been applied in reduction of the Indebtedness.

17. DELEGATION

The Collateral Agent may delegate by power of attorney or in any other manner all or any of the powers, authorities and discretions which are for the time being exercisable by it under this deed to any person or persons upon such terms and conditions (including the power to sub-delegate) as it may think fit. The Collateral Agent will not be liable or responsible to the Charging Company or any other person for the negligence or misconduct on the part of any delegate selected by it with reasonable care.

18. REDEMPTION OF PRIOR CHARGES

The Collateral Agent may, at any time after an Event of Default has occurred, redeem any prior Lien on or relating to any of the Charged Property or procure the transfer of that Lien to itself, and may settle and pass the accounts of any person entitled to that prior Lien. Any account so settled and passed shall (subject to any manifest error) be conclusive and binding on the Charging Company. The Charging Company will on demand pay to the Collateral Agent all principal monies and interest and all losses incidental to any such redemption or transfer.

19. RELEASE

19.1 At such time as all the Indebtedness has been unconditionally and irrevocably discharged in full and the Lenders have no further contingent obligations to lend under or in connection with the Credit Agreements, the Collateral Agent shall at the request and cost of the Charging Company execute such documents (or procure that its nominees execute such documents) as the Charging Company may reasonably request and which may be required to discharge all the charges created by this deed and return any certificates representing the Charged Property to the Charging Company.

19.2 At any such time as a Material Subsidiary ceases to meet the requirements set forth in the definition of Material Subsidiary for two consecutive fiscal quarters of the Company, any Lien created hereunder on Charged Property issued by such Material Subsidiary shall be released in accordance with and to the extent provided in Section 9.13(c) of each Credit Agreement.

20. NOTICES

20.1 MODE OF SERVICE

(a) Any notice, demand, consent, agreement or other communication (a "NOTICE")

to be served in connection with this deed will be in writing and will be made by letter or by facsimile transmission to the party to be served.

(b) The address and facsimile number of each party to this deed for the purposes of clause 20.1(a) are:

(i) as shown in the notice addresses set forth in Section 9.2 of each Credit Agreement; or

(ii) as notified by that party for this purpose to the other party by not less than five Business Days' notice.

(c) Any Notice to be served by the Charging Company on either Administrative Agent or the Collateral Agent will be effective only if it is expressly marked for the attention of the department or officer (if any) specified in conjunction with the relevant address and facsimile number referred to in clause 20.1(b).

20.2 DEEMED SERVICE

(a) Subject to clause 20.2(b), a Notice will be deemed to be effective as follows:

(i) if by letter, when delivered personally or on actual receipt or three Business Days after being deposited in the mail, postage prepaid; and

(ii) if by facsimile, when delivered,

provided, that any notice, request or demand to or upon the Charged Company, the Administrative Agents and the Collateral Agent shall not be effective until received.

(b) A Notice given in accordance with clause 20.2(a) but received on a non-working day or after business hours in the place of receipt will be deemed to be given on the next working day in that place.

21. CHANGES TO PARTIES

21.1 ASSIGNMENT BY THE ADMINISTRATIVE AGENTS AND THE COLLATERAL AGENT

The Administrative Agents and the Collateral Agent may at any time assign, delegate or otherwise transfer all or any part of its rights under this deed in accordance with the Credit Agreements.

22. CURRENCY CLAUSES

22.1 CONVERSION

All monies received or held by the Administrative Agents, the Collateral Agent or any Receiver under this deed may be converted into any other currency which the Administrative Agents or the Collateral Agent considers necessary to cover the obligations and liabilities comprised in the Indebtedness in that other currency at the Administrative Agents' or Collateral Agent's spot rate of exchange then prevailing for purchasing that other currency with the existing currency.

22.2 NO DISCHARGE

No payment to the Administrative Agents or to the Collateral Agent (whether under any judgement or court order or otherwise) shall discharge the obligation or liability of the Charging Company in respect of which it was made unless and until the Administrative Agents or the Collateral Agent has received payment in full in the currency in which the obligation or liability was incurred. To the extent that the amount of any such payment shall on actual conversion into that currency fall short of that obligation or liability expressed in that currency, the Administrative Agents and the Collateral Agent shall have a further separate cause of action against the Charging Company and shall be entitled to enforce the security constituted by this deed to recover the amount of the shortfall.

23. MISCELLANEOUS

23.1 SMALL COMPANY MORATORIUM

Notwithstanding any other provision of this deed, the obtaining of a moratorium under section 1A of the Insolvency Act 1986, or anything done with a view to obtaining such a moratorium (including any preliminary decision or investigation), shall not be an event causing any floating charge created by this deed to crystallise or causing restrictions which would not otherwise apply to be imposed on the disposal of property by the Charging Company or a ground for the appointment of a Receiver.

23.2 CERTIFICATES CONCLUSIVE

A certificate or determination of the Administrative Agents or the Collateral Agent as to any amount payable under this deed will be conclusive and binding on the Charging Company, except in the case of manifest error.

23.3 INVALIDITY OF ANY PROVISION

If any provision of this deed is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired in any way.

23.4 COUNTERPARTS

This deed may be executed in any number of counterparts (including by telecopy), all of which taken together shall be deemed to constitute one and the same instrument.

23.5 PERPETUITY PERIOD

The perpetuity period applicable to the trusts created by this deed is 80 years.

23.6 THIRD PARTY RIGHTS

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this deed and no person other than the parties to this deed shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.

24. GOVERNING LAW

24.1 This deed (and any dispute, controversy, proceedings or claims of whatever nature arising out of or in any way relating to this deed or its formation) shall be governed by and construed in accordance with English law.

24.2 The Charging Company, for the benefit of the Administrative Agents and the Collateral Agent, irrevocably submits to the jurisdiction of the courts in England for the purpose of hearing and determining any dispute arising out of this deed and for the purpose of enforcement of any judgment against its assets.

24.3 The submission to the jurisdiction of the courts referred to in clause 24.2 shall not (and shall not be construed so as to) limit the right of the Administrative Agents or the Collateral Agent to take proceedings against the Charging Company in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

24.4 Without prejudice to any other permitted mode of service, the Charging Company agrees that service of any claim form, notice or other document for the purpose of any proceedings in such courts shall be duly served upon it if delivered or sent by registered post to LeBoeuf Lamb Greene & MacRae, of 6th floor, 1 Minster Court, Mincing Lane, EC3R 7YL, London, United Kingdom (marked for the attention of the Managing Partner).

IN WITNESS whereof this deed has been duly executed on the above date first above written.

SCHEDULE 1
MATERIAL SUBSIDIARY SHARES

MATERIAL SUBSIDIARY NUMBER AND CLASS OF DETAILS OF NOMINEES (IF ANY)

SHARES HOLDING LEGAL TITLE TO SHARES

EXECUTED as a deed by                          )
[NAME OF CHARGING COMPANY]                     )
acting by a director and its                   )
secretary or two directors                     )

......................................... Signature of director

......................................... Name of director

......................................... Signature of director/secretary

......................................... Name of director/secretary

EXECUTED as a deed by                          )
BARCLAYS BANK PLC                              )
acting by a director and its                   )
secretary or two directors                     )

......................................... Signature of director

......................................... Name of director

......................................... Signature of director/secretary

......................................... Name of director/secretary

REINSURED:                             NATIONAL INDEMNITY COMPANY, Omaha, USA.

PERIOD:                                Covering business incepting
                                       between 1 January 2002 and 31
                                       May 2002, both days inclusive,
                                       in respect of the 2002 year of
                                       account excluding the
                                       reinsurance to close from
                                       earlier years of account. In
                                       addition US Surplus Lines
                                       Business written between 1 June
                                       2002 and 30 June 2002, both days
                                       inclusive, is covered hereunder.

TYPE:                                  Quota Share.

INTEREST:                              To cover the Reinsured's
                                       liabilities assumed under Quota
                                       Share Agreement, Willis Ltd
                                       Reference SGT5648, in the name
                                       of Syndicate 2020, Wellington
                                       Underwriting, and in respect of
                                       their Whole Account from 1
                                       January 2002 to 31 May 2002,
                                       plus US Surplus Lines Business
                                       written from 1 June 2002 to 30
                                       June 2002.

TERRITORIAL SCOPE:                     Worldwide

TREATY DETAIL:                         The Reinsurer agrees to accept a 34%
                                       share of the Reinsured's 35.70% Quota
                                       Share allocation of Syndicate 2020,
                                       Wellington Underwriting's Whole Account
                                       for the specified period.

                                       Syndicate 2020, Wellington
                                       Underwriting's Stamp Capacity
                                       for 2002: GBP 625,000,000

                                       All of the above is subject to a
                                       maximum ceded premium of 34% of
                                       30% of Stamp Capacity or GBP
                                       63,750,000.

                                       The above capacity and limit are
                                       calculated at the following
                                       rates of exchange:

                                       GBP 1 = USD 1.55 = CAD 2.27 =
                                       EUR 1.52 = AUD 2.51 = JPY 170.91
                                       = ZAR 10.29 = CHF 2.39.

                                       The Reinsurer shall share in the
                                       benefits (to the extent

                                                                          WILLIS
Reference     : SGT5667.
Reinsured     : National Indemnity Company.
Type          : Quota Share.

                                       recoveries are collected) and
                                       costs of all reinsurances
                                       protecting Syndicate 2020,
                                       Wellington Underwriting's Whole
                                       Account, other than the Whole
                                       Account Stop Loss coverage
                                       bought by the Syndicate.

PREMIUM:                               Reinsurer's quota share of 100%
                                       Whole Account premium written
                                       less Reinsured's commissions and
                                       expenses. (Premiums are original
                                       premiums less all overseas
                                       levies, taxes and original
                                       brokerage and commissions, with
                                       no further deduction for any
                                       other fees, costs, or levies).

CASH LOSS:                             GBP 170,000 any one loss to this
                                       reinsurance (net of claims
                                       collectable under other
                                       reinsurances).

OVERRIDING COMMISSION:                 9.0 % on gross net premiums
                                       ceded. Gross net premiums are
                                       original premiums less all
                                       overseas levies, taxes and
                                       original brokerage and
                                       commissions. Net premiums are
                                       Gross net premiums less
                                       reinsurance costs.

PROFIT COMMISSION:                     10% (after 7.5% Reinsurer's
                                       expenses) on profit amount up to
                                       20% of Net Premiums. 25%
                                       thereafter. Provisional Profit
                                       Commission payable by Reinsurer
                                       at 31 December, 2004 and
                                       adjustable quarterly thereafter
                                       until execution of Reinsurer's
                                       Commutation and Hold Harmless
                                       Agreement.

                                       Plus an additional 2% with
                                       calculation based on profit
                                       prior to the application of any
                                       Profit Commission calculation on
                                       the original Quota Share
                                       Agreement (Willis Ltd Reference
                                       SGT5648)

                                       Payment of any provisional
                                       Profit Commission is to be made
                                       by 31 March 2005. Subsequent
                                       quarterly adjustments to the
                                       Profit Commission are to be paid
                                       within 90 days of the end of
                                       each quarter.

REINSURANCE PREMIUM ALLOCATION:        34% of Reinsurance Premium costs
                                       allocated to the Qualifying
                                       Quota Share underwritten by the
                                       Reinsured, Willis Limited
                                       Reference SGT5648.

                                       2

                                                                          WILLIS
Reference     : SGT5667.
Reinsured     : National Indemnity Company.
Type          : Quota Share.

ACCOUNTS:                              Quarterly. Accounts to be
                                       rendered within 45 days of due
                                       date.

                                       Account to be paid in settlement
                                       currencies.

                                       Undisputed items to be paid
                                       within 15 working days of
                                       rendering, other items upon
                                       agreement.

                                       First Quarterly Account as at 30
                                       September, 2002.

                                       Funds Withheld Basis. Interest
                                       payable to be calculated at
                                       either the rates on USD Funds
                                       and GBP Funds as reported in the
                                       Syndicate's accounts, or the
                                       applicable 90 days London
                                       Interbank Offer Rates (LIBOR),
                                       whichever is the lesser, as
                                       applied to each currency
                                       individually. No interest on
                                       funds withheld which are due
                                       from Reinsurer from date of
                                       Reinsured's payment of Account.

TAXES:                                 Federal Excise Tax as applicable
                                       to be deducted from Premium due
                                       Reinsurer.

LETTERS OF CREDIT:                     Reinsurer to provide appropriate
                                       Letter of Credit to the amount
                                       of 40% of Expected Gross Written
                                       Premium ceded hereunder, plus
                                       Letters of Credit required in
                                       excess of this amount in order
                                       to comply with NAIC
                                       requirements, as applicable.
                                       Letters of credit must be in
                                       form required for NICO to
                                       receive credit for reinsurance
                                       under NAIC model credit for
                                       reinsurance act.

GENERAL CONDITIONS:                    Subject to Lloyd's and FSA
                                       approval.

                                       Arbitration Clause as attached.

                                       Proper Law and Jurisdiction
                                       governing this Reinsurance
                                       (including Arbitration Tribunal)
                                       shall be the law of Nebraska.

                                       All reinsurances (excess of loss
                                       or otherwise) purchased by
                                       Syndicate 2020, Wellington
                                       Underwriting, to be for common
                                       account, other than Whole
                                       Account Stop Loss. Costs and
                                       recoveries to be shown
                                       separately in each account to
                                       the extent that such information
                                       is provided by

Reference     : SGT5667.
Reinsured     : National Indemnity Company.
Type          : Quota Share.

                                       Syndicate 2020.

                                       The Reinsurer shall hereon
                                       follow the fortunes of Syndicate
                                       2020, Wellington Underwriting
                                       and the Reinsured in respect of
                                       all original business and all
                                       common account reinsurances
                                       which are the subject matter of
                                       this reinsurance.

                                       This Reinsurance may be commuted
                                       at the request of either party
                                       after five years from inception
                                       and at any subsequent
                                       anniversary date, at conditions
                                       to be agreed. Nevertheless this
                                       Reinsurance may not be commuted
                                       any earlier than the original
                                       Qualifying Quota Share (Willis
                                       Limited Reference SGT5648)
                                       except by Agreement.

                                       Access to Records, as attached.

                                       Willis Limited Intermediary
                                       Clause, amended for direct
                                       settlements, as attached.

                                       Offset, as attached.

                                       No Third Party Rights, as
                                       attached.

                                       Non-waiver, as attached.

                                       Insolvency, as attached.

                                       Noted and agreed that the
                                       Reinsurer has made their own
                                       underwriting investigations of
                                       the business to be ceded
                                       hereunder.

WORDING:                               To be agreed.

The Reinsured or the Reinsurer may offset any balance(s) due from the other under this Agreement or any other reinsurance agreement between them. Each party may exercise such right at any time whether the balance(s) due are on account of premiums or losses or otherwise.

Reference     : SGT5667.
Reinsured     : National Indemnity Company.
Type          : Quota Share.

In no event shall anyone other than the Reinsurer or the Reinsured have any rights under this Agreement, whether under the Third Parties' Rights under Contracts Act (1999) or otherwise.

The failure of the Reinsured or the Reinsurer to insist on compliance with this Agreement or to exercise any right or remedy hereunder shall not constitute a waiver of any rights or remedy contained herein or otherwise, nor estop either party from thereafter demanding full and complete compliance nor prevent either party from exercising such rights or remedy in the future.

In the event of the insolvency or liquidation of the Reinsured, this reinsurance shall be payable solely to the Reinsured or to its liquidator, receiver, conservator or statutory successor in accordance with all the terms and conditions of this Agreement. Under no circumstances shall the Reinsurer's obligations be accelerated in time or enlarged in the event of the insolvency, scheme of arrangement or other impairment of the Reinsured.

Insolvency Clause to be amended as required for Reinsured to receive credit for this reinsurance under NAIC model credit for reinsurance act.

All disputes and differences arising under or in connection with this Agreement shall be referred to arbitration under ARIAS Arbitration Rules.

The Arbitration Tribunal shall consist of three arbitrators, one to be appointed by the Claimant, one to be appointed by the Respondent and the third to be appointed by the two appointed arbitrators.

The third member of the Tribunal shall be appointed as soon as practicable (and no later than 28 days) after the appointment of the two party-appointed arbitrators. The Tribunal shall be constituted upon the appointment of the third arbitrator.

The Arbitrators shall be persons (including those who have retired) with not less than ten years' experience of insurance or reinsurance within the industry.

Where a party fails to appoint an arbitrator within 14 days of being called upon to do so or where the two party-appointed arbitrators fail to appoint a third within 28 days of their appointment, then upon application ARIAS (US) will appoint an arbitrator to fill the vacancy. At any time prior to the appointment by ARIAS (US) the party or arbitrators in default may make such appointment.

Reference     : SGT5667.
Reinsured     : National Indemnity Company.
Type          : Quota Share.

The Tribunal may in its sole discretion make such orders and directions as it considers to be necessary for the final determination of the matters in dispute. The Tribunal shall have the widest discretion permitted under the law governing the arbitral procedure when making such orders or directions.

The seat of arbitration shall be Omaha, Nebraska.

The proper law of this Agreement shall be the law of Nebraska.

The Reinsurer or their duly authorised representatives shall, at all reasonable times and upon reasonable notice being given, be entitled to inspect all relevant records, correspondence and documents in the possession of the Reinsured relating to the adjustment of a loss or losses under this Agreement. This entitlement shall continue for as long as the Reinsurer remains liable under this Agreement.

A copy of the Inspection Report and/or a summary of its findings shall be delivered to the Reinsured within four weeks of the completion of the inspection and any costs and expenses incurred under any such inspection shall be borne by the Reinsurer.

Notwithstanding the foregoing, this Article shall not be understood to alter any other terms of this Agreement and the Reinsurer shall not delay payment of amounts due to the Reinsured pending the results of any such inspection. However this shall not prejudice the Reinsurer rights to recover any amounts they have paid to the Reinsured which, following such inspection, are proven to be outside of the terms of this Agreement.

Willis Limited, Ten Trinity Square, London, EC3P 3AX are recognised as the intermediary negotiating this Agreement; through whom all communications relating thereto shall be transmitted to both parties.

Notwithstanding the above payments of balances due shall be made directly between the Reinsured and Reinsurer.

Reference     : SGT5667.
Reinsured     : National Indemnity Company.
Type          : Quota Share.

|      Signed     |
|      Line %     |

                     Approved for National Indemnity Company

06 June 2002

by /s/ Forrest N. Katter, Secretary
   --------------------------------

   Forrest N. Katter, Secretary

REINSURED:                          Wellington Reinsurance Limited, London,
                                    United Kingdom.

PERIOD:                             Continuous contract always open in respect
                                    of risks attaching on or after the 1st
                                    January 2003, subject to six months prior
                                    notice of cancellation to be tendered by the
                                    Reinsurer and three months prior notice of
                                    cancellation to be tendered by the
                                    Reinsured, such notice to be effective at
                                    any 31st December but such notice not to be
                                    effective prior to the 31st December 2005 if
                                    tendered by the Reinsured.

                                    In the event of cancellation, all business
                                    accepted by the Reinsured to run to natural
                                    expiry or, at the option of the Reinsured,
                                    portfolio conditions as detailed hereon
                                    shall apply.

TYPE:                               Quota Share Treaty.

CLASS:                              All Property Risk Excess of Loss Reinsurance
                                    business underwritten by the Reinsured.

TERRITORIAL
SCOPE:                              Losses wheresoever arising.

TREATY DETAIL:                      To take a 20% Quota Share of all Property
                                    Risk Excess of Loss Reinsurance business
                                    written by the Reinsured, but subject to
                                    maximum aggregate of Original Gross Premiums
                                    ceded of:

                                    For the period 1st January 2003 to
                                    31st December 2003 USD29,900,000

                                    For the period 1st January 2003 to
                                    31st December 2004 USD59,800,000

                                    For the period 1st January 2003 to
                                    31st December 2005 USD89,700,000

                                    The Term "Original Gross Premiums" as used
                                    herein shall mean all Gross Premium received
                                    by the Reinsured in respect of the business
                                    reinsured hereunder before deduction of any
                                    commissions, premium taxes and similar
                                    deductions, brokerage and profit commission
                                    but after the deduction of any returned
                                    premiums.

RATE:                               Original Gross Premiums

CEDING
COMMISSION:                         All original commissions and brokerage plus
                                    7.5% overrider on Original Net Premiums.

                                    The Term "Original Net Premiums" as used
                                    herein shall mean all Original Gross Premium
                                    of the Reinsured in respect of the business
                                    reinsured hereunder during the period of
                                    this agreement,

                                    1 of 11

                                    less commissions, premium taxes and similar
                                    deductions, brokerage and profit commission
                                    and returned premiums.

TAXES:                              As applicable

PROFIT
COMMISSION:                         15% to be calculated on each Underwriting
                                    Year (or GAAP accounting year as mutually
                                    agreed) separately, after 15% Reinsurers
                                    expenses (which include the overrider).

                                    The first calculation for each Year to be
                                    made 24 months after the inception of such
                                    Underwriting Year with adjustments
                                    calculated annually thereafter as necessary
                                    or until the close of the Year in accordance
                                    with the Portfolio provisions as detailed
                                    hereon.

                                    Any deficit resulting from the Profit
                                    Commission calculation for any Year to be
                                    carried forward for a maximum of three
                                    subsequent years of account.

PORTFOLIO:                          At the end of the thirtieth month of each
                                    year of account, if required by the
                                    Reinsured, Reinsurers hereon agree to close
                                    the year based on the figures provided by
                                    the Reinsured and effect a portfolio
                                    transfer into the next open year of all
                                    outstanding losses as may be agreed.

CASH LOSS:                          For losses equal to or greater than
                                    USD500,000 for 100% of the treaty.

ACCOUNTS:                           Quarterly accounts to be submitted within
                                    60 days of the close of each quarter, with
                                    remittances of balances by either party 30
                                    days thereafter.

GENERAL
CONDITIONS:                         Cessions hereunder shall be subject to the
                                    same periods, terms, clauses and conditions
                                    and warranties as the original. Furthermore,
                                    this reinsurance is to follow original
                                    settlements and/or agreements in all
                                    respects.

                                    Acceptances in currencies other than
                                    Sterling, United States or Canadian Dollars
                                    or Euros shall be at the rates of exchange
                                    as used in the books of the reinsured.

                                    Reinsurers shall benefit from recoveries
                                    under all reinsurances purchased by the
                                    Reassured protecting the business hereunder
                                    and shall be debited with their proportion
                                    of the cost of such reinsurances.

                                    Confidentiality Clause as attached

                                    2 of 11

                                    Extra Contractual Obligations Inclusion
                                    Clause NMX 100 as attached

                                    Offset Clause as attached

                                    UK Jurisdiction Clause as attached

                                    Outstanding Claims Advance Clause as
                                    attached

                                    Continuity of Agreement Clause as attached

                                    Mediation Clause as attached

                                    Arbitration Clause as attached

                                    Insolvency Event Clause

                                    Delays, Errors or Omissions Clause

                                    Alterations and Amendments Clause

                                    Access to Records Clause

EXCLUSIONS:                         War and Civil War Exclusion Clause 1978 as
                                    attached

                                    Terrorism Exclusion Clause NMA 2930B as
                                    attached

                                    Nuclear Energy Risks Exclusion Clause
                                    (Reinsurance) 1994 NMA 1975A (Japanese
                                    Amendment)

                                    Nuclear Incidents Exclusion Clause -
                                    Reinsurance - USA and Canada

                                    Information Technology Hazards (Risk)
                                    Exclusion Clause NMA 2928 as attached

                                    Excluding Casualty business written as such

                                    Excluding Ocean Marine business

                                    Excluding Satellites and Space Risks

                                    Excluding Professional Indemnity, Bonds and
                                    Motor Liability business

WORDING:                            As agreed by the parties

INFORMATION:                        2003 Estimated Gross Premium Income: up to
                                         USD29,900,000
                                    2004 Estimated Gross Premium Income: up to
                                         USD29,900,000
                                    2005 Estimated Gross Premium Income: up to
                                         USD29,900,000

This Agreement has been signed in London, this 20th day of June, 2002.

For and behalf of the Reassured - Wellington Reinsurance Limited.

/s/ Julian Cusack
-----------------

This Agreement has been signed in Hamilton, Bermuda, this 20th day of June, 2002

For and on behalf of Montpelier Reinsurance Ltd.

/s/ Russell Fletcher
-------------------------------

OUTSTANDING CLAIMS ADVANCE CLAUSE

Applicable to so-called US Situs business protected hereunder.

In respect of all loss or losses arising in respect of that business designated above, the Reinsurer agrees within 14 days, if so requested by the Reinsured, to provide by special settlement an Outstanding Claims Advance equal to its proportionate share of outstanding losses hereunder including Incurred but not Reported (IBNR) losses, by one of the following two (2) alternatives to be chosen by the Reinsured following good faith efforts to reach mutual agreement with the Reinsurer:

1. Claims to be advanced with interest to by calculated at the 3 monthly LIBOR rate for United States Dollars plus 1.50%. The three monthly LIBOR rate for each such collection shall be the rate ruling at 12:00 GMT on the date each such advance is made by the Reinsurer. Interest payments shall be made by the Reinsured to the Reinsurer 3 months after the date of the first invoice and quarterly thereafter.

2. Claims to be paid at a mutually agreed Present Value of the incurred loss including IBNR for which an Outstanding Claims Advance is requested.

Such proportionate share for any loss shall be computed as at any one time by comparing the recovery due hereunder by reason of the Reinsured's paid loss and that recovery which would be due hereunder if it were permitted for such loss to also include the value of the Reinsured's notified outstanding amounts including IBNR for that same loss. The Reinsurer's undertakings are further conditioned upon the understanding that:

1. this Agreement applies only to loss reserve deposits and not to premium reserve deposits;

2. any deposits or advances hereunder will only be established for the benefit of Reinsured's ceding companies. Any amounts appropriated from any Outstanding Claims Advance provided by or on behalf of the Reinsurer shall be deemed to have been sums paid by the Reinsurer on account of its proportion of settled losses (if any) for which the Reinsurer is properly liable under this Agreement and the amount of such payments shall be brought into account in the Accounts to the credit of Reinsurer;

3. the amount of any Outstanding Claims Advance or Letter Of Credit provided by common account Reinsurers shall be netted against any Outstanding Claims Advance amount provided hereunder.

The foregoing option may be exercised at any time in respect of each original incurred loss. In the event that the Reinsured requests an increase in an Outstanding Claims Advance, such adjustment shall only be made on the next applicable calendar quarter (being 1st January, 1st April, 1st July and 1st October).

CONFIDENTIALITY CLAUSE

The Reinsured has designated the underwriting information used to place this Agreement as confidential and proprietary information ('confidential information'). The Reinsurer agrees that the confidential information shall only be disclosed to those employees of the Reinsurer who need to know the information in connection with the evaluation of this risk, who have been

informed of the confidential nature of the confidential information and who have agreed not to disclose the confidential information to anyone not participating in the evaluation of the risk on behalf of The Reinsurer. The Reinsurer shall, unless disclosure is lawfully required by a competent court of jurisdiction, hold in confidence, and shall require its employees to hold in confidence, the confidential information.

The Reinsurer shall be under a continuing non-delegable duty not to disclose, directly or indirectly or permit the disclosure of directly or indirectly, the confidential information to any third person.

EXTRA-CONTRACTUAL OBLIGATIONS CLAUSE NMX 100

This Agreement shall exclude all cover in respect of Extra-Contractual Obligations howsoever arising, such Extra-Contractual Obligations being defined as any award made by a court of competent jurisdiction against an insurer or reinsurer, which award is not within the coverage granted by any insurance and/or reinsurance contract made between the parties in dispute.

Notwithstanding the foregoing, this Agreement shall extend to cover any loss arising from Claims Related Extra-Contractual Obligation:

(a) awarded against the Reinsured or

(b) incurred by the Reinsured where he has paid his share of a Claims Related Extra-Contractual Obligation awarded against one or more of his co-insurers.

It is warranted that any recovery under this Agreement in respect of Claims Related Extra-Contractual Obligations shall be for that part of any award which corresponds to the Reinsured's share of the reinsurance and/or reinsurance policy and/or contract giving rise to the award and all proportional protection effected by the Reinsured shall provide or shall be deemed to provide pro-rata coverage for such obligation.

This Agreement shall also extend to cover all loss from Extra-Contractual Obligations howsoever arising where the loss is incurred by the Reinsured as a result of his participation in any insurance or reinsurance which provides cover for such loss, it being understood and agreed that such loss results from a contractual liability incurred by the Reinsured.

A Claims Related Extra-Contractual Obligation shall be defined as the amount awarded against an insurer or Reinsurer found liable by a court of competent jurisdiction to pay damages to an insured or reinsured in respect of the conduct of a claim made under an insurance and/or reinsurance policy and/or contract, where such liability has arisen because of:

(a) the failure of the insurer or Reinsurer to agree or pay a claim within the policy limits or to provide defence against such claims as required by law or

(b) bad faith or negligence in rejecting an offer of settlement or

(c) negligence or breach of duty in the preparation of the defence or the conduct of it trial or the preparation or prosecution of any appeal and/or subrogation and/or any subsequent action resulting therefrom

There shall be no liability under this Agreement in respect of

(a) any assumption of liability by way of participation in any mutual scheme designed specifically to cover Extra-Contractual Obligation; or

(b) any Extra-Contractual Obligation arising from the fraud of a director, officer or employee of the Reinsured acting individually or collectively or in collusion with an individual or corporation or with any other organisation or party involved in the presentation, defence or settlement of any claim.

Any loss arising under this Agreement in respect of Claims Related Extra- Contractual Obligations shall be deemed to be a loss arising from the same event as that giving rise to the claim to which the Extra-Contractual Obligation is related; but recovery hereunder is subject to the insurance and/or reinsurance policy and/or contract which gives rise to the Extra-Contractual Obligation falling within the scope of this Agreement.

OFFSET CLAUSE

Each party hereto shall have the right to offset any balance or balances, whether on account of premium or on account of losses, due from one party to another party under this Agreement, against any balance or balances due and payable to one party from the other under this Agreement. However, in the event of the insolvency of any party hereto, offset shall only be allowed in accordance with applicable statutes and regulations.

UK JURISDICTION CLAUSE

This Agreement is governed by and is to be construed according to the Law of England. All questions or disputes arising out of or in connection with this Agreement, which cannot be decided by Mediation or Arbitration, shall be referred to an English Court and litigated solely in London.

MEDIATION CLAUSE

In the event of any dispute or difference of opinion arising out of or relating to this Agreement, including but not limited to the formation, interpretation, validity, performance or breach of this Agreement, whether such dispute arises before or after the expiration of this Agreement, the Reinsured and the Reinsurer agree that, prior to requesting Arbitration, they will submit such dispute to non-binding Mediation which will be held in London, England.

Mediation shall be initiated by the delivery of a written notice of a request for Mediation by one party to the other. Each party shall submit a list of not more than four potential mediators to the other party within thirty days of the delivery of such written notice. The two Parties shall then agree on the appointment of one Mediator from the combined lists. The Mediator shall be an active or retired officer of an insurance or reinsurance company or an Underwriter at Lloyd's, and shall be a disinterested third party to the Mediation.

The Mediator will schedule an initial Mediation session within thirty days of appointment and will be responsible for the formulation of an agenda to be distributed to the parties involved in the Mediation not less than five days before the Mediation commences.

Additionally, the Mediator will arrange the neutral site where the Mediation will take place and advise the parties of the time the Mediation shall commence.

The Mediator will have no power of enforcement of any decision which may be rendered nor will the Mediator have any right to the assessment of any damages, including punitive damages, to either party participating in this Mediation.

If, in the opinion of the Mediator, the parties cannot resolve the dispute or difference of opinion, the dispute shall then be submitted to binding Arbitration in accordance with the Arbitration Clause. Each party shall bear the expense of its own representatives and shall jointly and equally bear with the other party the expenses of the Mediation.

ARBITRATION CLAUSE

For any dispute not resolved by mediation such dispute or other matter in question between the Reinsured and the Reinsurer arising out of, or relating to the formation, interpretation, performance, or breach of this Agreement, whether such dispute arises before or after termination of this Agreement, shall be settled by arbitration. Arbitration shall be initiated by the delivery of a written notice of demand for arbitration by one party to the other within a reasonable time after the dispute has arisen.

Each party shall appoint an individual as arbitrator and the two so appointed shall then appoint a third arbitrator. If either party refuses or neglects to appoint an arbitrator within sixty days, the other party may appoint the second arbitrator. If the two arbitrators do not agree on a third arbitrator within sixty days of their appointment, each one of the arbitrators shall nominate three individuals. Each arbitrator shall then decline two of the nominations presented by the other arbitrator. The third arbitrator shall then be chosen from the remaining two nominations by drawing lots. The arbitrators shall be active or retired officers of insurance or reinsurance companies or Lloyd's of London Underwriters; the arbitrators shall be disinterested parties.

The arbitration bearings shall be held in London, England, or such place as may be mutually agreed by the arbitrators. Each party shall submit its case to the arbitrators within sixty days of the selection of the third arbitrator or within such longer period as may be agreed by the arbitrators. The arbitrators shall interpret this agreement as an honourable engagement and shall not be obliged to follow judicial formalities or the rules of evidence except to the extent required by English law; they shall make their decisions according to the custom and practice of the reinsurance business. The decision, rendered by a majority of the arbitrators, shall not include awards for Extra-Contractual Obligations and shall be final and binding on both parties. Such decision shall be a condition precedent to any right of legal action arising out of the arbitrated dispute which either party may have against the other. Judgment upon the award rendered may be entered in any court having jurisdiction thereof.

Each party shall pay the fee and expenses of its own arbitrator and one half of the fee and expenses of the third arbitrator. In the event that two arbitrators are chosen by one party, as above provided, the fees and expenses of the arbitrators shall be equally divided between the two parties. All other expenses of the arbitration shall be equally divided between the parties.

This arbitration agreement shall be construed as a separate and independent contract between the parties hereto and arbitration hereunder shall be a condition precedent to the commencement of any action at law.

WAR EXCLUSION CLAUSE 1978

Loss or Damage directly or indirectly occasioned by, or happening through or in. consequence of War, Invasion, Acts of Foreign Enemies, Hostilities (whether war be declared or not), Civil War, Rebellion, Revolution, Insurrection, Military or Usurped Power or Confiscation, or Nationalisation, or Requisition, or Destruction of or Damage to property by, or under the order of, any government or public or local authority, but this exclusion shall not apply to business written in accordance with the Market War and Civil War Risks Exclusion Agreement, nor to business outside the scope of this Agreement.

NUCLEAR EXCLUSION CLAUSES

Nuclear Energy Risks for those applicable classes of business and territories as appropriate in accordance with the Market clauses set out below.

(a) NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - U.S.A. - NMA 1590 (including amended definition of "Waste")

(b) NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE - U.S.A.
- NMA 1119

(c) NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE AND LIABILITY (BOILER AND MACHINERY POLICIES) REINSURANCE - U.S.A. - NMA 1166

(d) NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - CANADA - NMA 1979

(e) NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE - CANADA
- NMA 1980

(f) NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE AND LIABILITY (BOILER AND MACHINERY POLICIES) REINSURANCE - CANADA - NMA 1251

(g) NUCLEAR ENERGY RISKS EXCLUSION CLAUSE (REINSURANCE) (1994) - WORLDWIDE EXCLUDING U.S.A. AND CANADA -NMA 1975(A)

Notwithstanding the provisions of the exclusion clause as set out in paragraph
(g) above, it is understood and agreed that in respect of Japanese business certain liabilities the type of which by market practice and custom have not been declared to the Japanese Nuclear Pool shall not fall within the scope of this exclusion.

TERRORISM EXCLUSION (PROPERTY TREATY REINSURANCE) NMA2930B

Notwithstanding any provision to the contrary within this reinsurance agreement or any endorsement thereto, it is agreed that this reinsurance agreement excludes loss, damage, cost, or expense directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with any act of terrorism, as defined herein, regardless of any other cause or event contributing concurrently or in any other sequence to the loss.

An act of terrorism includes any act, or preparation in respect of action, or threat of action designed to influence the government de jure or de facto of any nation or any political division thereof, or in pursuit of political, religious, ideological, or similar purposes to intimidate the public or a section of the public of any nation by any person or group(s) of persons whether acting alone or on behalf of or in connection with any organisation(s) or government(s) de jure or de facto, and which:

(i) involves violence against one or more persons; or

(ii) involves damage to property; or

(iii) endangers life other than that of the person committing the action; or

(iv) creates a risk to health or safety of the public or a section of the public; or

(v) is designed to interfere with or to disrupt an electronic system.

This reinsurance agreement also excludes loss, damage, cost, or expense directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with any action in controlling, preventing, suppressing, retaliating against, or responding to any act of terrorism.

Notwithstanding the above and subject otherwise to the terms, conditions, and limitations of this reinsurance agreement in respect only of personal lines this reinsurance agreement will pay actual loss or damage (but not related cost or expense) caused by any act of terrorism provided such act is not directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with biological, chemical, or nuclear pollution or contamination.

INFORMATION TECHNOLOGY HAZARDS (RISK) EXCLUSION CLAUSE - NMA2928

Losses arising, directly or indirectly, out of:

(i) loss of, alteration of, or damage to

or

(ii) a reduction in the functionality, availability or operation of

a computer system, hardware, programme, software, data, information repository, microchip, integrated circuit or similar device in computer equipment or non-computer equipment, whether the property of the policyholder of the reinsured or not, are excluded hereon unless arising out of one or more of the following perils:

fire, lightning, explosion, aircraft or vehicle impact, falling objects, windstorm, hail, tornado, cyclone, hurricane, earthquake, volcano, tsunami, flood, freeze or weight of snow.

REINSURED:                    Wellington Reinsurance Limited, London, United
                              Kingdom.

PERIOD:                       Continuous contract always open in respect of
                              risks attaching on or after the 1st January 2003,
                              subject to six months prior notice of cancellation
                              to be tendered by the Reinsurer and three months
                              prior notice of cancellation to be tendered by the
                              Reinsured, such notice to be effective at any 31st
                              December but such notice not to be effective prior
                              to the 31st December 2005 if tendered by the
                              Reinsured.

                              In the event of cancellation, all business
                              accepted by the Reinsured to run to natural expiry
                              or, at the option of the Reinsured, portfolio
                              conditions as detailed hereon shall apply.

TYPE:                         Quota Share Treaty.

CLASS:                        All Property Facultative Reinsurance business
                              underwritten by Wellington Underwriting Inc. on
                              behalf of the Reinsured.

TERRITORIAL SCOPE:            United States of America, its territories and
                              possessions, including incidental (as defined by
                              the Reinsured) elswhere and Canada. World-wide in
                              respect of all business emanating from the Factory
                              Mutual System and other companies as agreed by the
                              Reinsured and the Reinsurer.

TREATY DETAIL:                To take a 35% Quota Share of all Property
                              Facultative Reinsurance business underwritten by
                              Wellington Underwriting Inc on behalf of the
                              Reinsured, but subject to maximum aggregate of
                              Original Gross Premiums ceded of:

                              For the period 1st January to 31st December 2003
                              USD28,000,000

                              For the period 1st January to 31st December 2004
                              USD56,000,000

                              For the period 1st January to 31st December 2005
                              USD84,000,000

                              The term "Original Gross Premiums" as used herein
                              shall mean all Gross Premium received by the
                              Reinsured in respect of the business reinsured
                              hereunder before deduction of any commissions,
                              premium taxes and similar deductions, brokerage
                              and profit commission but after the deduction of
                              any returned premiums.

RATE:                         Original Gross Premiums

CEDING COMMISSION:            35% on gross other than automatics where
                              Commission is 10.00% of net premium income.

TAXES:                        As applicable

PROFIT                        20% (after Ceding Commission and Reinsurers
COMMISSION:                   expenses of 7.50% on Gross Original Rates) to be
                              calculated on each Underwriting Year (or GAAP
                              accounting year as mutually agreed).

                              Deficit carry forward for a maximum of three
                              subsequent underwriting years of account. Profit
                              commission including any deficit carry forward
                              from prior years will be calculated on the
                              business attaching to the period 1st January 2003
                              to 1st January 2004. First calculation of profit
                              commission to be made 24 months after inception
                              and annually thereafter but in the event that the
                              Reinsured elects to effect a portfolio transfer
                              then the final adjustment will be paid on the
                              figures at the end of the 36th month.

PORTFOLIO:                    At the end of the thirtieth month of each year of
                              account, if required by the Reinsured, Reinsurers
                              hereon agree to close the year based on the
                              figures provided by the Reinsured and effect a
                              portfolio transfer into the next open year of all
                              outstanding losses as may be agreed.

CASH LOSS:                    For losses equal to or greater than USD 100,000
                              for 100% of the treaty.

ACCOUNTS:                     Quarterly accounts to be submitted within 60 days
                              of the close of each quarter, with remittances of
                              balances by either party 30 days thereafter.

GENERAL                       Cessions hereunder shall be subject to the same
CONDITIONS:                   periods, terms, clauses and and conditions and
                              warranties as the original. Furthermore, this
                              reinsurance is to follow original settlements and/
                              or agreements in all respects.

                              Acceptances in currencies other than United States
                              Dollars shall be at the rates of exchange as used
                              in the books of the reinsured.

                              Reinsurers shall beneift from recoveries under any
                              specific reinsurances purchased by the Reassured
                              solely to protect the business hereunder and shall
                              be debited with their proportion of the cost of
                              such reinsurances.

                                  Page 2 of 11

                             Confidentiality Clause as attached

                             Extra Contractual Obligations Inclusion Clause NMX
                             100 as attached

                             Offset Clause as attached

                             UK Jurisdiction Clause as attached

                             Outstanding Claims Advance Clause as attached

                             Continuity of Agreement Clause as attached

                             Mediation Clause as attached

                             Arbitration Clause as attached

                             Insolvency Event Clause

                             Delays, Errors or Omissions Clause

                             Alterations and Amendments Clause

                             Access to Records Clause

EXCLUSIONS:                  War and Civil War Exclusion Clause 1978 as attached

                             Terrorism Exclusion Clause NMA 2930B as attached

                             Nuclear Energy Risks Exclusion Clause (Reinsurance)
                             1994 NMA 1975A (Japanese Amendment)

                             Nuclear Incidents Exclusion Clause - Reinsurance -
                             USA and Canada

                             Information Technology Hazards (Risk) Exclusion
                             Clause NMA 2928 as attached

                             Excluding Casualty business written as such

                             Excluding Ocean Marine business

                             Excluding Satellites and Space Risks

                             Excluding Professional Indemnity, Bonds and Motor
                             Liability business

WORDING:                     As agreed by the parties

This Agreement has been signed in London, this 20th day of June 2002.

For and behalf of the Reassured - Wellington Reinsurance Limited.

/s/ Julian Cusack
-----------------

This Agreement has been signed in Hamilton, Bermuda, this 20th day of June 2002

For and on behalf of Montpelier Reinsurance Ltd.

/s/ Russell Fletcher
-------------------------------

OUTSTANDING CLAIMS ADVANCE CLAUSE

Applicable to so-called US Situs business protected hereunder.

In respect of all loss or losses arising in respect of that business designated above, the Reinsurer agrees within 14 days, if so requested by the Reinsured, to provide by special settlement an Outstanding Claims Advance equal to its proportionate share of outstanding losses hereunder including Incurred but not Reported (BNR) losses, by one of the following two (2) alternatives to be chosen by the Reinsured following good faith efforts to reach mutual agreement with the Reinsurer:

1. Claims to be advanced with interest to be calculated at the 3 monthly LIBOR rate for United States Dollars plus 1.50%. The three monthly LIBOR rate for each such collection shall be the rate ruling at 12:00 GMT on the date each such advance is made by the Reinsurer. Interest payments shall be made by the Reinsured to the Reinsurer 3 months after the date of the first invoice and quarterly thereafter.

2. Claims to be paid at a mutually agreed Present Value of the incurred loss including IBNR for which an Outstanding Claims Advance is requested.

Such proportionate share for any loss shall be computed as at any one time by comparing the recovery due hereunder by reason of the Reinsured's paid loss and that recovery which would be due hereunder if it were permitted for such loss to also include the value of the Reinsured's notified outstanding amounts including IBNR for that same loss. The Reinsurer's undertakings are further conditioned upon the understanding that:

1. this Agreement applies only to loss reserve deposits and not to premium reserve deposits;

2. any deposits or advances hereunder will only be established for the benefit of Reinsured's ceding companies. Any amounts appropriated from any Outstanding Claims Advance provided by or on behalf of the Reinsurer shall be deemed to have been sums paid by the Reinsurer on account of its proportion of settled losses (if any) for which the Reinsurer is properly liable under this Agreement and the amount of such payments shall be brought into account in the Accounts to the credit of Reinsurer;

3. the amount of any Outstanding Claims Advance or Letter Of Credit provided by common account Reinsurers shall be netted against any Outstanding Claims Advance amount provided hereunder.

The foregoing option may be exercised at any time in respect of each original incurred loss. In the event that the Reinsured requests an increase in an Outstanding Claims Advance, such adjustment shall only be made on the next applicable calendar quarter (being 1st January, 1st April, 1st July and 1st October).

CONFIDENTIALITY CLAUSE

The Reinsured has designated the underwriting information used to place this Agreement as confidential and proprietary information ("confidential information"). Reinsurers hereon agree that the confidential information shall only be disclosed to those employees of the Reinsurers who need to know the information in connection with the evaluation of this risk, who have been informed of the confidential nature of the confidential information and who have agreed not to disclose the confidential information to anyone not participating in the evaluation of the risk on behalf of Reinsurers. The Reinsurers shall, unless disclosure is lawfully required by a competent court of jurisdiction, hold in confidence, and shall require its employees to hold in confidence, the confidential information.

The Reinsurer shall be under a continuing non-delegable duty not to disclose, directly or indirectly or permit the disclosure of, directly or indirectly, the confidential information to any third person.

EXTRA-CONTRACTUAL OBLIGATIONS CLAUSE NMX 100

This Agreement shall exclude all cover in respect of Extra-Contractual Obligations howsoever arising, such Extra-Contractual Obligations being defined as any award made by a court of competent jurisdiction against an insurer or reinsurer, which award is not within the coverage granted by any insurance and/or reinsurance contract made between the parties in dispute.

Notwithstanding the foregoing, this Agreement shall extend to cover any loss arising from Claims Related Extra-Contractual Obligation:

(a) awarded against the Reinsured or

(b) incurred by the Reinsured where he has paid his share of a Claims Related Extra-Contractual Obligation awarded against one or more of his co-insurers.

It is warranted that any recovery under this Agreement in respect of Claims Related Extra-Contractual Obligations shall be for that part of any award which corresponds to the Reinsured's share of the reinsurance and/or reinsurance policy and/or contract giving rise to the award and all proportional protection effected by the Reinsured shall provide or shall be deemed to provide pro-rata coverage for such obligation.

This Agreement shall also extend to cover all loss from Extra-Contractual Obligations howsoever arising where the loss is incurred by the Reinsured as a result of his participation in any insurance reinsurance which provides cover for such loss, it being understood and agreed that such loss results from a contractual liability incurred by the Reinsured.

A Claims Related Extra-Contractual Obligation shall be defined as the amount awarded against an insurer or Reinsurer found liable by a court of competent jurisdiction to pay damages to an insured or reinsured in respect of the conduct of a claim made under an

insurance and/or reinsurance policy and/or contract, where such liability has arisen because of:

(a) the failure of the insurer or Reinsurer to agree or pay a claim within the policy limits or to provide defense against such claims as required by law or

(b) bad faith or negligence in rejecting an offer of settlement or

(c) negligence or breach of duty in the preparation of the defense or the conduct of it trial or the preparation or prosecution of any appeal and/or subrogation and/or any subsequent action resulting therefrom

There shall be no liability under this Agreement in respect of:

(a) any assumption of liability by way of participation in any mutual scheme designed specifically to cover Extra-Contractual Obligation; or

(b) any Extra-Contractual Obligation arising from the fraud of a director, officer or employee of the Reinsured acting individually or collectively or in collusion with an individual or corporation or with any other organisation or party involved in the presentation, defense or settlement of any claim.

Any loss arising under this Agreement in respect of Claims Related Extra-Contractual Obligations shall be deemed to be a loss arising from the same event as that giving rise to the claim to which the Extra-Contractual Obligation is related; but recovery hereunder is subject to the insurance and/or reinsurance policy and/or contract which gives rise to the Extra-Contractual Obligation falling within the scope of this Agreement.

OFFSET CLAUSE

Each party hereto shall have the right to offset any balance or balances, whether on account of premium or on account of losses, due from one party to another party under this Agreement, against any balance or balances due and payable to one party from the other under this Agreement. However, in the event of the insolvency of any party hereto, offset shall only be allowed in accordance with applicable statutes and regulations.

UK JURISDICTION CLAUSE

This Agreement is governed by and is to be construed according to the Law of England. All questions or disputes arising out of or in connection with this Agreement, which cannot be decided by Mediation or Arbitration, shall be referred to an English Court and litigated solely in London.

MEDIATION CLAUSE

In the event of any dispute or difference of opinion arising out of or relating to this Agreement, including but not limited to the formation, interpretation, validity, performance or breach of this Agreement, whether such dispute arises before or after the

expiration of this Agreement, the Reinsured and the Reinsurer agree that, prior to requesting Arbitration, they will submit such dispute to non-binding Mediation which will be held in London, England.

Mediation shall be initiated by the delivery of a written notice of a request for Mediation by one party to the other. Each party shall submit a list of not more than four potential mediators to the other party within thirty days of the delivery of such written notice. The two Parties shall then agree on the appointment of one Mediator from the combined lists. The Mediator shall be an active or retired officer of an insurance or reinsurance company or an Underwriter at Lloyd's, and shall be a disinterested third party to the Mediation.

The Mediator will schedule an initial Mediation session within thirty days of appointment and will be responsible for the formulation of an agenda to be distributed to the parties involved in the Mediation not less than five days before the Mediation commences.

Additionally, the Mediator will arrange the neutral site where the Mediation will take place and advise the parties of the time the Mediation shall commence.

The Mediator will have no power of enforcement of any decision which may be rendered nor will the Mediator have any right to the assessment of any damages, including punitive damages, to either party participating in this Mediation.

If, in the opinion of the Mediator, the parties cannot resolve the dispute or difference of opinion, the dispute shall then be submitted to binding Arbitration in accordance with the Arbitration Clause. Each party shall bear the expense of its own representatives and shall jointly and equally bear with the other party the expenses of the Mediation.

ARBITRATION CLAUSE

For any dispute not resolved by mediation such dispute or other matter in question between the Reinsured and the Reinsures arising out of or relating to the formation, interpretation, performance, or breach of this Agreement, whether such dispute arises before or after termination of this Agreement, shall be settled by arbitration. Arbitration shall be initiated by the delivery of a written notice of demand for arbitration by one party to the other within a reasonable time after the dispute has arisen.

Each party shall appoint an individual as arbitrator and the two so appointed shall then appoint a third arbitrator. If either party refuses or neglects to appoint an arbitrator within sixty days, the other party may appoint the second arbitrator. If the two arbitrators do not agree on a third arbitrator within sixty days of their appointment, each one of the arbitrators shall nominate three individuals. Each arbitrator shall then decline two of the nominations presented by the other arbitrator. The third arbitrator shall then be chosen from the remaining two nominations by drawing lots. The arbitrators shall be active or retired officers of insurance or reinsurance companies or Lloyd's of London Underwriters; the arbitrators shall be disinterested parties.

The arbitration hearings shall be held in London, England, or such place as may be mutually agreed by the arbitrators. Each party shall submit its case to the arbitrators

within sixty days of the selection of the third arbitrator or within such longer period as may be agreed by the arbitrators. The arbitrators shall interpret this agreement as an honourable engagement and shall not be obliged to follow judicial formalities or the rules of evidence except to the extent required by English law; they shall make their decisions according to the custom and practice of the reinsurance business. The decision, rendered by a majority of the arbitrators, shall not include awards for Extra-Contractual Obligations and shall be final and binding on both parties. Such decision shall be a condition precedent to any right of legal action arising out of the arbitrated dispute which either party may have against the other. Judgment upon the award rendered may be entered in any court having jurisdiction thereof.

Each party shall pay the fee and expenses of its own arbitrator and one half of the fee and expenses of the third arbitrator. In the event that two arbitrators are chosen by one party, as above provided, the fees and expenses of the arbitrators shall be equally divided between the two parties. All other expenses of the arbitration shall be equally divided between the parties.

This arbitration agreement shall be construed as a separate and independent contract between the parties hereto and arbitration hereunder shall be a condition precedent to the commencement of any action at law.

WAR EXCLUSION CLAUSE 1978

Loss or Damage directly or indirectly occasioned by, or happening through or in consequence of War, Invasion, Acts of Foreign Enemies, Hostilities (whether war be declared or not), Civil War, Rebellion, Revolution, Insurrection, Military or Usurped Power or Confiscation, or Nationalisation, or Requisition, or Destruction of or Damage to property by, or under the order of, any government or public or local authority, but this exclusion shall not apply to business written in accordance with the Market War and Civil War Risks Exclusion Agreement, nor to business outside the scope of this Agreement.

NUCLEAR EXCLUSION CLAUSES

Nuclear Energy Risks for those applicable classes of business and territories as appropriate in accordance with the Market clauses set out below.

(a) NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - U.S.A. - NMA 1590 (including amended definition of 'Waste')

(b) NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE -
U.S.A. - NMA 1119

(c) NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE AND LIABILITY (BOILER AND MACHINERY POLICIES) REINSURANCE - U.S.A. - NMA 1166

(d) NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - CANADA - NMA 1979

(e) NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE - CANADA - NMA 1980

(f) NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE AND LIABILITY (BOILER AND MACHINERY POLICIES) REINSURANCE - CANADA - NMA 1251

(g) NUCLEAR ENERGY RISKS EXCLUSION CLAUSE (REINSURANCE) (1994) - WORLDWIDE EXCLUDING U.S.A. AND CANADA -NMA 1975(A)

Notwithstanding the provisions of the exclusion clause as set out in paragraph
(g) above, it is understood and agreed that in respect of Japanese business certain liabilities the type of which by market practice and custom have not been declared to the Japanese Nuclear Pool shall not fall within the scope of this exclusion.

TERRORISM EXCLUSION (PROPERTY TREATY REINSURANCE) NMA2930B

Notwithstanding any provision to the contrary within this reinsurance agreement or any endorsement thereto, it is agreed that this reinsurance agreement excludes loss, damage, cost, or expense directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with any act of terrorism, as defined herein, regardless of any other cause or event contributing concurrently or in any other sequence to the loss.

An act of terrorism includes any act, or preparation in respect of action, or threat of action designed to influence the government de jure or de facto of any nation or any political division thereof, or in pursuit of political, religious, ideological, or similar purposes to intimidate the public or a section of the public of any nation by any person or group(s) of persons whether acting alone or on behalf of or in connection with any organisation(s) or government(s) de jure or de facto, and which:

(i) involves violence against one or more persons; or

(ii) involves damage to property; or

(iii) endangers life other than that of the person committing the action; or

(iv) creates a risk to health or safety of the public or a section of the public; or

(v) is designed to interfere with or to disrupt an electronic system.

This reinsurance agreement also excludes loss, damage, cost, or expense directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with any action in controlling, preventing, suppressing, retaliating against, or responding to any act of terrorism.

Notwithstanding the above and subject otherwise to the terms, conditions, and limitations of this reinsurance agreement in respect only of personal lines this reinsurance agreement will pay actual loss or damage (but not related cost or expense) caused by any act of terrorism provided such act is not directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with biological, chemical, or nuclear pollution or contamination.

INFORMATION TECHNOLOGY HAZARDS (RISK) EXCLUSION CLAUSE - NMA2928

Losses arising, directly or indirectly, out of:

(i) loss of, alteration of, or damage to

or

(ii) a reduction in the functionality, availability or operation of

a computer system, hardware, programme, software, data, information repository, microchip, integrated circuit or similar device in computer equipment or non-computer equipment, whether the property of the policyholder of the reinsured or not, are excluded hereon unless arising out of one or more of the following perils: fire, lightning, explosion, aircraft or vehicle impact, falling objects, windstorm, hail, tornado, cyclone, hurricane, earthquake, volcano, tsunami, flood, freeze or weight of snow.

REINSURED:                        Wellington Reinsurance Limited, London,
----------                        United Kingdom.

PERIOD:                           Continuous contract always open in respect of
-------                           risks attaching on or after the 1st
                                  January 2003, subject to six months prior
                                  notice of cancellation to be tendered by the
                                  Reinsurer and three months prior notice of
                                  cancellation to be tendered by the Reinsured,
                                  such notice to be effective at any 31st
                                  December but such notice not to be effective
                                  prior to the 31st December 2005 if tendered by
                                  the Reinsured.

                                  In the event of cancellation, all business
                                  accepted by the Reinsured to run to natural
                                  expiry or, at the option of the Reinsured,
                                  portfolio conditions as detailed hereon shall
                                  apply.

TYPE:                             Quota Share Treaty.
-----

CLASS:                            All Automobile Liability Facultative
------                            Reinsurance business underwritten by
                                  Wellington Underwriting Inc on behalf of the
                                  Reinsured.

TERRITORIAL                       United States of America, its territories and
-----------                       possessions, including incidental (as defined
SCOPE:                            by the Reinsured) elsewhere.
------

TREATY DETAIL:                    To take a 10% Quota Share of all Automobile
--------------                    Liability Facultative Reinsurance business
                                  underwritten by Wellington Underwriting Inc on
                                  behalf of the Reinsured, but subject to
                                  maximum aggregate of Original Gross Premiums
                                  ceded of:

                                  For the period 1st January 2003 to 31st
                                  December 2003 USD 2,100,000

                                  For the period 1st January 2003 to
                                  31st December 2004 USD 4,200,000

                                  For the period 1st January 2003 to
                                  31st December 2005 USD 6,300,000

                                  The Term "Original Gross Premiums" as used
                                  herein shall mean all Gross Premium received
                                  by the Reinsured in respect of the business
                                  reinsured hereunder before deduction of any
                                  commissions, premium taxes and similar
                                  deductions, brokerage and profit commission
                                  but after the deduction of any returned
                                  premiums.

RATE:                             Original Net Rates
-----

OVERRIDING
----------
COMMISSION:                       4% on original net premium income.
-----------

TAXES:                            As applicable
------

                                     1 of 11

PROFIT                            20% on net profit after 15% for Reinsurers
------                            expenses. Net profit defined as GWPI (net of
COMMISSION:                       inuring reinsurance costs) less incurred
-----------                       losses (net of reinsurance recoveries), all
                                  Commission, Taxes as applicable and "Incurred
                                  but not Reported" losses (IBNR formula to be
                                  agreed by Underwriters). First calculation to
                                  be made 72 months after inception and annually
                                  thereafter until all losses settled.

PORTFOLIO:                        At the end of the Seventy Second month of each
----------                        year of account, if required by the Reinsured,
                                  Reinsurers hereon agree to close the year
                                  based on the figures provided by the Reinsured
                                  and effect a portfolio transfer into the next
                                  open year of all outstanding losses as may be
                                  agreed.

CASH LOSS:                        For losses equal to or greater than USD
----------                        100,000 for 100% of the treaty.

ACCOUNTS:                         Quarterly accounts to be submitted within 60
---------                         days of the close of each quarter, with
                                  remittances of balances by either party 30
                                  days thereafter.

GENERAL
-------
CONDITIONS:                       Cessions hereunder shall be subject to the
-----------                       same periods, terms, clauses and conditions
                                  and warranties as the original. Furthermore,
                                  this reinsurance is to follow original
                                  settlements and/or agreements in all respects.

                                  Acceptances in currencies other than United
                                  States Dollars shall be at the rates of
                                  exchange as used in the books of the
                                  reinsured.

                                  Reinsurers shall benefit from recoveries under
                                  any specific reinsurances purchased by the
                                  Reassured solely to protect the business
                                  hereunder and shall be debited with their
                                  proportion of the cost of such reinsurances.

                                  Confidentiality Clause as attached

                                  Extra Contractual Obligations Inclusion Clause
                                  NMX 100 as attached

                                  Offset Clause as attached

                                  UK Jurisdiction Clause as attached

                                  Outstanding Claims Advance Clause as attached

                                  Continuity of Agreement Clause as attached

                                  Mediation Clause as attached

                                  Arbitration Clause as attached

                                  Insolvency Event Clause

                                     2 of 11

                                  Delays, Errors or Omissions Clause

                                  Alterations and Amendments Clause

                                  Access to Records Clause


EXCLUSIONS:                       War and Civil War Exclusion Clause 1978 as
-----------                       attached

                                  Terrorism Exclusion Clause NMA 2930B as
                                  attached

                                  Nuclear Incidents Exclusion Clauses -
                                  Reinsurance - USA and Canada

                                  Information Technology Hazards (Risk)
                                  Exclusion Clause NMA 2928 as attached

                                  Excluding Ocean Marine business

                                  Excluding Satellites and Space Risks

                                  Excluding Professional Indemnity and Bonds
                                  business


WORDING:                          As agreed by the parties
--------

This Agreement has been signed in London, this 20th day of June 2002.

For and behalf of the Reassured - Wellington Reinsurance Limited.

By /s/ Julian Cusack
--------------------

This Agreement has been signed in Hamilton, Bermuda, this 20th day of
June 2002

For and on behalf of Montpelier Reinsurance Ltd.

By /s/ Russell Fletcher
----------------------------------

OUTSTANDING CLAIMS ADVANCE CLAUSE

Applicable to so-called US Situs business protected hereunder.

In respect of all loss or losses arising in respect of that business designated above, the Reinsurer agrees within 14 days, if so requested by the Reinsured, to provide by special settlement an Outstanding Claims Advance equal to its proportionate share of outstanding losses hereunder including Incurred but not Reported (IBNR) losses, by one of the following two (2) alternatives to be chosen by the Reinsured following good faith efforts to reach mutual agreement with the Reinsurer:

1. Claims to be advanced with interest to be calculated at the 3 monthly LIBOR rate for United States Dollars plus 1.50%. The three monthly LIBOR rate for each such collection shall be the rate ruling at 12:00 GMT on the date each such advance is made by the Reinsurer. Interest payments shall be made by the Reinsured to the Reinsurer 3 months after the date of the first invoice and quarterly thereafter.

2. Claims to be paid at a mutually agreed Present Value of the incurred loss including IBNR for which an Outstanding Claims Advance is requested.

Such proportionate share for any loss shall be computed as at any one time by comparing the recovery due hereunder by reason of the Reinsured's paid loss and that recovery which would be due hereunder if it were permitted for such loss to also include the value of the Reinsured's notified outstanding amounts including IBNR for that same loss. The Reinsurer's undertakings are further conditioned upon the understanding that:

1. this Agreement applies only to loss reserve deposits and not to premium reserve deposits;

2. any deposits or advances hereunder will only be established for the benefit of Reinsured's ceding companies. Any amounts appropriated from any Outstanding Claims Advance provided by or on behalf of the Reinsurer shall be deemed to have been sums paid by the Reinsurer on account of its proportion of settled losses (if any) for which the Reinsurer is properly liable under this Agreement and the amount of such payments shall be brought into account in the Accounts to the credit of Reinsurer;

3. the amount of any Outstanding Claims Advance or Letter Of Credit provided by common account Reinsurers shall be netted against any Outstanding Claims Advance amount provided hereunder.

The foregoing option may be exercised at any time in respect of each original incurred loss. In the event that the Reinsured requests an increase in an Outstanding Claims Advance, such adjustment shall only be made on the next applicable calendar quarter (being 1st January, 1st April, 1st July and 1st October).

CONFIDENTIALITY CLAUSE

The Reinsured has designated the underwriting information used to place this Agreement as confidential and proprietary information ('confidential information'). Reinsurers hereon agree that the confidential information shall only be disclosed to those employees of the Reinsurers who need to know the information

in connection with the evaluation of this risk, who have been informed of the confidential nature of the confidential information and who have agreed not to disclose the confidential information to anyone not participating in the evaluation of the risk on behalf of Reinsurers. The Reinsurers shall, unless disclosure is lawfully required by a competent court of jurisdiction, hold in confidence, and shall require its employees to hold in confidence, the confidential information.

The Reinsurer shall be under a continuing non-delegable duty not to disclose, directly or indirectly or permit the disclosure of directly or indirectly, the confidential information to any third person.

EXTRA-CONTRACTUAL OBLIGATIONS CLAUSE NMX 100

This Agreement shall exclude all cover in respect of Extra-Contractual Obligations howsoever arising, such Extra-Contractual Obligations being defined as any award made by a court of competent jurisdiction against an insurer or Reinsurer, which award is not within the coverage granted by any insurance and/or reinsurance contract made between the parties in dispute.

Notwithstanding the foregoing, this Agreement shall extend to cover any loss arising from Claims Related Extra-Contractual Obligation:

(a) awarded against the Reinsured or
(b) incurred by the Reinsured where he has paid his share of a Claims Related Extra-Contractual Obligation awarded against one or more of his co-insurers.

It is warranted that any recovery under this Agreement in respect of Claims Related Extra-Contractual Obligations shall be for that part of any award which corresponds to the Reinsured's share of the reinsurance and/or reinsurance policy and/or contract giving rise to the award and all-proportional protection effected by the Reinsured shall provide or shall be deemed to provide pro-rata coverage for such obligation.

This Agreement shall also extend to cover all loss from Extra-Contractual Obligations howsoever arising where the loss is incurred by the Reinsured as a result of his participation in any insurance or reinsurance which provides cover for such loss, it being understood and agreed that such loss results from a contractual liability incurred by the Reinsured.

A Claims Related Extra-Contractual Obligation shall be defined as the amount awarded against an insurer or Reinsurer found liable by a court of competent jurisdiction to pay damages to an insured or reinsured in respect of the conduct of a claim made under an insurance and/or reinsurance policy and/or contract, where such liability has arisen because of:

(a) the failure of the insurer or Reinsurer to agree or pay a claim within the policy limits or to provide defence against such claims as required by law or

(b) bad faith or negligence in rejecting an offer of settlement or

(c) negligence or breach of duty in the preparation of the defence or the conduct of its trial or the preparation or prosecution of any appeal and/or subrogation and/or any subsequent action resulting therefrom

There shall be no liability under this Agreement in respect of:

(a) any assumption of liability by way of participation in any mutual scheme designed specifically to cover Extra-Contractual Obligation; or

(b) any Extra-Contractual Obligation arising from the fraud of a director, officer or employee of the Reinsured acting individually or collectively or in collusion with an individual or corporation or with any other organisation or party involved in the presentation, defence or settlement of any claim.

Any loss arising under this Agreement in respect of Claims Related Extra-Contractual Obligations shall be deemed to be a loss arising from the same event as that giving rise to the claim to which the Extra-Contractual Obligation is related; but recovery hereunder is subject to the insurance and/or reinsurance policy and/or contract which gives rise to the Extra-Contractual Obligation falling within the scope of this Agreement.

OFFSET CLAUSE

Each party hereto shall have the right to offset any balance or balances, whether on account of premium or on account of losses, due from one party to another party under this Agreement, against any balance or balances due and payable to one party from the other under this Agreement. However, in the event of the insolvency of any party hereto, offset shall only be allowed in accordance with applicable statutes and regulations.

UK JURISDICTION CLAUSE

This Agreement is governed by and is to be construed according to the Law of England. All questions or disputes arising out of or in connection with this Agreement, which cannot be decided by Mediation or Arbitration, shall be referred to an English Court and litigated solely in London.

MEDIATION CLAUSE

In the event of any dispute or difference of opinion arising out of or relating to this Agreement, including but not limited to the formation, interpretation, validity, performance or breach of this Agreement, whether such dispute arises before or after the expiration of this Agreement, the Reinsured and the Reinsurer agree that, prior to requesting Arbitration, they will submit such dispute to non-binding Mediation which will be held in London, England.

Mediation shall be initiated by the delivery of a written notice of a request for Mediation by one party to the other. Each party shall submit a list of not more than four potential mediators to the other party within thirty days of the delivery of such written notice. The two Parties shall then agree on the appointment of one Mediator from the combined lists. The Mediator shall be an active or retired officer of an insurance or reinsurance company or an Underwriter at Lloyd's, and shall be a disinterested third party to the Mediation.

The Mediator will schedule an initial Mediation session within thirty days of appointment and will be responsible for the formulation of an agenda to be distributed to the parties involved in the Mediation not less than five days before the Mediation commences.

Additionally, the Mediator will arrange the neutral site where the Mediation will take place and advise the parties of the time the Mediation shall commence.

The Mediator will have no power of enforcement of any decision which may be rendered nor will the Mediator have any right to the assessment of any damages, including punitive damages, to either party participating in this Mediation.

If, in the opinion of the Mediator, the parties cannot resolve the dispute or difference of opinion, the dispute shall then be submitted to binding Arbitration in accordance with the Arbitration Clause. Each party shall bear the expense of its own representatives and shall jointly and equally bear with the other party the expenses of the Mediation.

ARBITRATION CLAUSE

For any dispute not resolved by mediation such dispute or other matter in question between the Reinsured and the Reinsurer arising out of, or relating to the formation, interpretation, performance, or breach of this Agreement, whether such dispute arises before or after termination of this Agreement, shall be settled by arbitration. Arbitration shall be initiated by the delivery of a written notice of demand for arbitration by one party to the other within a reasonable time after the dispute has arisen.

Each party shall appoint an individual as arbitrator and the two so appointed shall then appoint a third arbitrator. If either party refuses or neglects to appoint an arbitrator within sixty days, the other party may appoint the second arbitrator. If the two arbitrators do not agree on a third arbitrator within sixty days of their appointment, each one of the arbitrators shall nominate three individuals. Each arbitrator shall then decline two of the nominations presented by the other arbitrator. The third arbitrator shall then be chosen from the remaining two nominations by drawing lots. The arbitrators shall be active or retired officers of insurance or reinsurance companies or Lloyd's of London Underwriters; the arbitrators shall be disinterested parties.

The arbitration hearings shall be held in London, England, or such place as may be mutually agreed by the arbitrators. Each party shall submit its case to the arbitrators within sixty days of the selection of the third arbitrator or within such longer period as may be agreed by the arbitrators. The arbitrators shall interpret this agreement as an honourable engagement and shall not be obliged to follow judicial formalities or the rules of evidence except to the extent required by English law; they shall make their decisions according to the custom and practice of the reinsurance business. The decision, rendered by a majority of the arbitrators, shall not include awards for Extra-Contractual Obligations and shall be final and binding on both parties. Such decision shall be a condition precedent to any right of legal action arising out of the arbitrated dispute which either party may have against the other. Judgement upon the award rendered may be entered in any court having jurisdiction thereof.

Each party shall pay the fee and expenses of its own arbitrator and one half of the fee and expenses of the third arbitrator. In the event that two arbitrators are chosen by one party, as above provided, the fees and expenses of the arbitrators shall be equally divided between the two parties. All other expenses of the arbitration shall be equally divided between the parties.

This arbitration agreement shall be construed as a separate and independent contract between the parties hereto and arbitration hereunder shall be a condition precedent to the commencement of any action at law.

WAR EXCLUSION CLAUSE 1978

Loss or Damage directly or indirectly occasioned by, or happening through or in consequence of War, Invasion, Acts of Foreign Enemies, Hostilities (whether war be declared or not), Civil War, Rebellion, Revolution, Insurrection, Military or Usurped Power or Confiscation, or Nationalisation, or Requisition, or Destruction of or Damage to property by, or under the order of, any government or public or local authority, but this exclusion shall not apply to business written in accordance with the Market War and Civil War Risks Exclusion Agreement, nor to business outside the scope of this Agreement.

NUCLEAR EXCLUSION CLAUSES

Nuclear Energy Risks for those applicable classes of business and territories as appropriate in accordance with the Market clauses set out below.

(a) NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - U.S.A. - NMA 1590 (including amended definition of 'Waste')

(b) NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE - U.S.A.
- NMA 1119

(c) NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE AND LIABILITY (BOILER AND MACHINERY POLICIES) REINSURANCE - U.S.A. - NMA 1166

(d) NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - CANADA - NMA 1979

(e) NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE - CANADA
- NMA 1980

(f) NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE AND LIABILITY (BOILER AND MACHINERY POLICIES) REINSURANCE - CANADA -o NMA 1251

(g) NUCLEAR ENERGY RISKS EXCLUSION CLAUSE (REINSURANCE) (1994)- WORLDWIDE EXCLUDING U.S.A. AND CANADA - NMA 1975(A)

Notwithstanding the provisions of the exclusion clause as set out in paragraph
(g) above, it is understood and agreed that in respect of Japanese business certain liabilities the type of which by market practice and custom have not been declared to the Japanese Nuclear Pool shall not fall within the scope of this exclusion.

WAR AND TERRORISM EXCLUSION
(CASUALTY TREATY REINSURANCE)

Notwithstanding any provisions to the contrary within this reinsurance agreement or any endorsement thereto, it is agreed that this reinsurance agreement excludes all losses, liabilities, damages, injuries, defence costs, costs or expense(s) directly or indirectly arising out of, contributed by, caused by,

resulting from, or in connection with any of the following regardless of any other cause or event contributing concurrently or in any other sequence of the loss:

(1) war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war be declared or not), civil war, mutiny, revolution, rebellion, insurrection, uprising, military or usurped power, confiscation by order of any public authority or government de jure or de facto, martial law;

(2) any act of terrorism.

For purposes of this endorsement, an act of terrorism means an activity that:

a) involves a violent act or the unlawful use of force or an unlawful act dangerous to human life, tangible or intangible property or infrastructure,, or a threat thereof; and

b) appears to be intended to:

(i) intimidate or coerce a civilian population, or

(ii) disrupt any segment of the economy of a government de jure or de facto, state, or country; or

(iii) overthrow, influence, or affect the conduct or policy of any government de jure or de facto by intimidation or coercion; or

(iv) affect the conduct of a government de jure or de facto by mass destruction, assassination, kidnapping or hostage-taking.

This endorsement also excludes from coverage all losses, liabilities, damages, injuries, defence costs, costs or expenses directly or indirectly arising out of, contributed by, caused by, resulting from, or in connection with any action taken in controlling, preventing, suppressing, retaliating against, or responding to (1) and/or (2) above.

In the event any portion of this endorsement is found to be invalid or unenforceable, the remainder shall remain in full force and effect.

NMA2929 (amended)

INFORMATION TECHNOLOGY HAZARDS (RISK) EXCLUSION CLAUSE - NMA2928

Losses arising, directly or indirectly, out of:

(i) loss of, alteration of, or damage to

or

(ii) a reduction in the functionality, availability or operation of

a computer system, hardware, programme, software, data, information repository, microchip, integrated circuit or similar device in computer equipment or non-computer equipment, whether the property of the policyholder of the reinsured or not, are excluded hereon unless arising out of one or, more of the following perils:
fire, lightning, explosion, aircraft or vehicle impact, falling objects, windstorm, hail, tornado, cyclone, hurricane, earthquake, volcano, tsunami, flood, freeze or weight of snow.