ASPEN INSURANCE HOLDINGS LTD (Form: 8-K, Received: 05/07/2007 09:10:44)

Not Applicable

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

Current Report
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2007

ASPEN INSURANCE HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Maxwell Roberts Building
1 Church Street
Hamilton HM 11
Bermuda

(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: ( 441) 295-8201

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 — Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Compensation

In its meeting held on May 1, 2007, the Compensation Committee of the Board of Directors of Aspen Insurance Holdings Limited (the ‘‘Company’’ or ‘‘Aspen’’) approved equity compensation awards for certain executive officers under the Amended 2003 Share Incentive Plan, as amended (the ‘‘Plan’’), with a grant date of May 4, 2007 (being the day on which our close period ends following the release of our earnings).

The Compensation Committee approved the following compensation with respect to the Company’s Named Executive Officers and its Chief Financial Officer:


	2007 Stock Options under the Plan		2007 Performance Shares under the Plan
Christopher O’Kane, Chief Executive Officer		126,904		54,985
Julian Cusack, Former Chief Financial Officer, CEO & Chairman of Aspen Insurance Limited		31,726		13,746
Richard Houghton, Chief Financial Officer		20,305		8,798
Stuart Sinclair, President & Chief Operating Officer		47,589		20,620
Brian Boornazian, Head of Reinsurance		76,142		32,991
James Few, Head of Property Reinsurance		69,797		30,242

2007 Stock Options. The exercise price of the options is $3.94, which is based on the average of the high and low closing share price on May 4, 2007. The option grants are not subject to performance conditions and will vest at the end of the three-year period from the date of grant. The options will be exercisable for a period of seven years from the date of grant.

2007 Performance Shares. The performance shares will be subject to a four-year vesting period with a separate annual Return on Equity (‘‘ROE’’) target for each year. Twenty-five percent of the grant will be eligible for vesting each year based on the following formula, and will only be exercisable at the end of the four-year period. If the ROE achieved in any given year is less than 10%, then the portion of the performance shares subject to the vesting conditions in such year will be forfeited (i.e. 25% of the initial grant). If the ROE achieved in any given year is between 10% and 15%, then the percentage of the performance shares eligible for vesting in such year will be between 10% and 100% on a straight-line basis. If the ROE achieved in any given year is between 15% and 25%, then the percentage of the performance shares eligible for vesting in such year will be between 100% and 200% on a straight-line basis.

The summary above of the 2007 Stock Options and the 2007 Performance Shares is qualified by the actual terms of the 2007 Stock Option Agreement and the 2007 Performance Share Award Agreement, which will be attached as an exhibit to the Company’s quarterly report on Form 10-Q for the period ending June 30, 2007.

Amendment to the 2006 Non-Employee Director Stock Option Plan

At the Annual General Meeting of Shareholders of Aspen held on May 2, 2007, the Company’s shareholders approved the amendment to the 2006 Stock Option Plan to allow the issuance of restricted share units and to rename the Plan the ‘‘2006 Stock Incentive Plan for Non-Employee Directors’’ (the ‘‘Amended 2006 Stock Option Plan’’). The Amended 2006 Stock Option Plan is attached to this filing as Exhibit 10.1.

Following the Annual General Meeting of Shareholders, on May 2, 2007, the Board of Directors, under the Amended 2006 Stock Option Plan, approved the grant of 1,845 restricted share units (‘‘RSUs’’) to each of the non-employee directors, other than Glyn Jones, the Company’s Chairman. The date of grant of the RSUs is May 4, 2007 (being the day on which our close period ends following the release of

our earnings). With respect to the RSUs granted to Mr. Prakash Melwani and Mr. Kamil Salame, the restricted share units will be issued in the name of Blackstone and Credit Suisse, respectively, as their employers, and through which they were originally appointed to the Board of Directors. With respect to Ms. Hutter, 80% of the RSUs will be issued to The Black Diamond Group LLC, of which she is the Chief Executive Officer. Subject to the director remaining on the Board, one-twelfth (1/12) of the RSUs will vest on each one month anniversary of the date of grant, with 100% of the RSUs becoming vested on the first anniversary of the grant date. The shares under the RSUs will be paid out on the first anniversary of the grant date. If a director leaves the Board for any reason other than ‘‘Cause’’, then the director will receive the shares under the RSUs that have vested through the date the director leaves the Board. The form of RSU agreement for non-employee directors is attached to this filing as Exhibit 10.2.

Amendment to Shareholder’s Agreement

On May 2, 2007, at a meeting of the Board of Directors of the Company, the Board approved the amendment of the founding employee shareholder agreements by accelerating the termination of Section 3(a) of the agreements, effective May 4, 2007. The balance of the agreement will remain effective until its expiry on August 20, 2008. In connection with the Company’s initial public offering in 2003, each Aspen employee and/or management shareholder was required to enter into a shareholder’s agreement, which under Section 3(a) restricted the sale of shares held by such employees to 5% of shares and options held at the time of the initial public offering in any 12-month period, subject to limited exceptions such as participation in underwritten offerings under the founding shareholders’ agreement. The Board approved the amendment to the shareholder agreements as the original purpose for the restrictions set out in the shareholder agreements is no longer relevant. The summary above is qualified by the actual terms of the First Amendment to Shareholder’s Agreement, the form of which is attached to this filing as Exhibit 10.3.

Appointment of Director

On May 2, 2007, at a meeting held of the Board of Directors of the Company, the Board appointed Richard Houghton, Chief Financial Officer, to the Board of Directors to fill a vacancy as a Class II Director. The appointment will be confirmed by shareholders at the Company’s 2008 Annual General Meeting. Mr. Houghton will not receive any additional compensation as a director of the Company. Mr. Houghton’s compensation arrangements as our Chief Financial Officer were previously filed on Form 8-K filed on April 9, 2007.

Section 9. Financial Statements and Exhibits

Item 9.01- Financial Statements and Exhibits

(d) The following exhibit is filed under Item 5.02 as part of this report:


	10.1	2006 Stock Incentive Plan for Non-Employee Directors (Amended 2006 Stock Option Plan)


	10.2	Form of RSU agreement for non-employee directors


	10.3	Form of First Amendment to Shareholder’s Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ASPEN INSURANCE HOLDINGS LIMITED
	(Registrant)
Dated: May 7, 2007	By:	/s/ Richard Houghton
	Name: Richard Houghton
	Title: Chief Financial Officer

INDEX TO EXHIBITS


Exhibit No.			Description
10.1			2006 Stock Incentive Plan for Non-Employee Directors (Amended 2006 Stock Option Plan)
10.2			Form of RSU agreement for non-employee directors
10.3			Form of First Amendment to Shareholder’s Agreement

Exhibit 10.1

ASPEN INSURANCE HOLDINGS LIMITED
2006 STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
(As Amended Effective March 21, 2007)


1.	Purpose of the Plan


	The purpose of the Plan is to provide ownership of the Company’s shares to non-employee members of the Board in order to improve the Company’s ability to attract and retain highly qualified individuals to serve as directors of the Company and to strengthen the commonality of interest between directors and shareholders.


2.	Definitions


	The following capitalized terms used in the Plan shall 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)	‘‘ Amendment Date ’’ means March 21, 2007.


	(d)	‘‘ Award ’’ means an Option or Restricted Share Unit granted pursuant to the Plan.


	(e)	‘‘ 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).


	(f)	‘‘ Board ’’ means the Board of Directors of the Company.


	(g)	‘‘ 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 (as defined below) 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

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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 Amendment Date, constitute the Board (such Board shall be referred to for purposes of this subsection (g)(ii) 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 Amendment 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.


	(h)	‘‘ Code ’’ means the Internal Revenue Code of 1986, as amended, or any successor thereto.

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	(i)	‘‘ Committee ’’ means the Committee, as specified in Section 4, appointed by the Board.


	(j)	‘‘ Company ’’ means Aspen Insurance Holdings Limited, a Bermuda corporation.


	(k)	‘‘ Effective Date ’’ means April 10, 2006.


	(l)	‘‘ Fair Market Value ’’ means the average of the high and low prices for Shares traded on the New York Stock Exchange on the date of the grant of such Award or if no Shares are traded on that day, on the next preceding day on which the Shares were traded on the New York Stock Exchange.


	(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)	‘‘ Option ’’ means a share option granted pursuant to Section 6.


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


	(p)	‘‘ Participant ’’ means a non-employee member of the Board or the board of directors of an Affiliate who is selected by the Committee to participate in the Plan. To the extent that the Committee determines it is necessary or desirable to grant an Award directly to the employer of a non-employee director pursuant to Section 11, such employer will be deemed to be the Participant.


	(q)	‘‘ 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).


	(r)	‘‘ Plan ’’ means the Aspen Insurance Holdings Limited 2006 Stock Incentive Plan for Non-Employee Directors (As Amended Effective March 21, 2007). Prior to the Amendment Date the Plan was known as the Aspen Insurance Holdings Limited 2006 Stock Option Plan for Non-Employee Directors.


	(s)	‘‘ Restricted Share Units ’’ means a restricted share unit granted pursuant to Section 7.


	(t)	‘‘ Service ’’ means a Participant’s service as a non-employee member of the Board or the board of directors of an Affiliate.


	(u)	‘‘ Shares ’’ means ordinary shares, par value £0.01 per share, in the capital of the Company.


	(v)	‘‘ 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 pursuant to Awards granted under the Plan is [400,000]. The Shares may consist, in whole or in part, of unissued Shares or previously issued Shares. The issuance of Shares upon the exercise of an Option shall reduce the total number of Shares available under the Plan. Shares that are (a) subject to Awards (or portions thereof) that are forfeited, are cancelled, or expire, terminate or lapse unexercised or (b) held back by the Company upon exercise of an Option to cover the Option Price or tax withholding, as applicable, shall not be treated as having been issued under the Plan.


4.	Administration


	(a)	The Plan shall be administered by the full Board or such committee as the Board shall select consisting solely of two or more members of the Board 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). The Board or any such committee, as the case may be, shall be referred to as the ‘‘Committee’’ for purposes of this Plan and any Award agreement. To the extent a Committee other than the Board administers the Plan, the members of such Committee shall be appointed from time to time by and shall serve at the discretion of, the Board.

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	(b)	Subject to the provisions of the Plan, the Committee shall have the full power and authority to grant, and establish the terms and conditions of, any Award to any person eligible to be a Participant. The Committee may amend the terms and conditions of outstanding Awards; provided, however, that no such amendment that would adversely affect a Participant’s rights with respect to an Award may be made without the prior written consent of the Participant.


	(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 Company shall have the power and right, prior to the delivery of Shares pursuant to an Award, to deduct or withhold, or require a participant to remit to the Company (or an Affiliate), an amount (in cash or Shares) sufficient to satisfy any applicable tax withholding requirements applicable to an Award. Subject to such restrictions as the Committee may prescribe, a Participant may satisfy all or a portion of any tax withholding requirements by electing to have the Company withhold Shares having a Fair Market Value equal to the amount to be withheld up to the minimum statutory tax withholding rate (or such other rate that will not result in a negative accounting impact).


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 exchange an Option with another Option if it would result in an Option with a lower Option Price (except for adjustments pursuant to Section 7 of the Plan).


6.	Terms and Conditions of Options


	Options granted under the Plan shall be nonqualified stock options for United States federal income tax purposes, 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 . 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 (except to the extent the Option Price is adjusted pursuant to Section 7 of the Plan).


	(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 13.


	(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 this 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 (subject in each case to such conditions or restrictions as the Committee may prescribe): (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; (iii) partly in cash and partly in Shares;

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		(iv) 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; or (v) by such other means as the Committee may prescribe. 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.


	(d)	Attestation . Wherever in this Plan or any agreement evidencing an Option, a Participant is permitted to pay the Option Price 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 Restricted Share Units


	(a)	Generally . Subject to the provisions of the Plan, the Committee shall determine the number of Restricted Share Units to be granted to a Participant, the duration of the period during which, and the conditions, if any, under which, the Restricted Share Units may be forfeited to the Company, and the other terms and conditions of such Awards. An Award of Restricted Share Units shall consist of a grant of units, each of which represents the right of the Participant to receive one Share, subject to the terms and conditions established by the Committee in connection with the Award and set forth in the applicable Award agreement. Upon satisfaction of the conditions to vesting and payment specified in the applicable Award agreement, Restricted Share Units will be payable in Shares or, if the Committee so determines, in cash, equal to the Fair Market Value of the Shares subject to such Restricted Share Units.


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


8.	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, amalgamation, recapitalization, merger, consolidation, spin-off, 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 that may be issued pursuant to the Plan or outstanding Awards, (ii) the Option Price of any outstanding Option and/or (iii) any other affected terms of such Awards.


	(b)	Change in Control . In the event of a Change in Control, the Committee may, but shall not be obligated to, (A) with respect to any Award, accelerate or vest 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, 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, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options) over the aggregate exercise price of such Options or (C) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously

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		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.


9.	No Right to Service or Awards

The granting of an Award under the Plan shall impose no obligation on the Company or any Affiliate to continue the Service of a Participant and shall not lessen or affect the Company’s or Affiliate’s right to terminate the Service 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).


10.	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.


11.	Transferability of Awards

Unless otherwise determined by the Committee, an Award shall not be transferable or assignable, provided, however, that (a) an Award may be transferred or assigned by will or by the laws of descent and distribution, and, (b) if permitted by the Committee in its sole discretion, an Award may be granted directly or transferred to the employer of a non-employee director if such non-employee director is obligated to transfer any compensation received as a non-employee director to his or her employer. An Option exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant.


12.	Amendments or Termination

The Board or the Committee may amend, alter or discontinue the Plan at any time and from time to time, but no amendment, alteration or discontinuation shall be made, (a) without the approval of the shareholders of the Company, if such action would (i) increase the total number of Shares that may be issued under the Plan, (ii) reduce the Option Price of an Option (except to the extent the increase in Shares or reduction in Option Price is made in connection with an adjustment under Section 8 of the Plan), or (iii) require shareholder approval under any applicable New York Stock Exchange listing standards or any applicable rule promulgated by the United States Securities and Exchange Commission or any securities exchange on which Shares are listed or any other applicable laws, and (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.


13.	Requirements 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.


14.	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.


15.	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

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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.


16.	Code Section 409A Compliance

To the extent applicable, it is intended that this Plan and any Awards granted under the Plan comply with the requirements of Section 409A of the Code and any related regulations or other guidance promulgated with respect to such Section by the United States Department of the Treasury or the Internal Revenue Service (‘‘Section 409A’’). Any provision that would cause the Plan or any Award granted hereunder to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be retroactive to the extent permitted by Section 409A.


17.	Effectiveness of the Plan


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

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Exhibit 10.2

ASPEN INSURANCE HOLDINGS LIMITED

NON-EMPLOYEE DIRECTOR

RESTRICTED SHARE UNIT AWARD AGREEMENT

THIS AWARD AGREEMENT (the ‘‘Agreement’’), is made effective as of the day of 20 (hereinafter called the ‘‘Date of Grant’’), between Aspen Insurance Holdings Limited, a Bermuda corporation (hereinafter called the ‘‘Company’’), and (hereinafter called the ‘‘Participant’’):

RECITALS :

WHEREAS, the Company has adopted the Aspen Insurance Holdings Limited 2006 Stock Incentive Plan for Non-Employee Directors, As Amended Effective March 21, 2007 (the ‘‘Plan’’); and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its shareholders to grant the restricted share units provided for herein to the Participant pursuant to the Plan and the terms set forth herein.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:


1	Grant of Restricted Share Units . Pursuant to the provisions of the Plan, the Committee hereby awards to the Participant, on the date hereof, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, [ ] restricted share units (the ‘‘Restricted Share Units’’).


2	Vesting .


2.1	Subject to the Participant’s continued Service, one-twelfth (1/12) of the Restricted Share Units shall vest on each one month anniversary of the date of grant, with 100% of the Restricted Share Units becoming vested on the first anniversary of the Date of Grant and shall be settled as provided in Section 4.


2.2	If the Participant’s Service is terminated by the Company or an Affiliate for any reason, other than for Cause, or by the Participant for any reason, all unvested Restricted Share Units shall be forfeited on the date of such termination of service and all vested Restricted Share Units shall be settled as provided in Section 4.


2.3	If the Participant’s Service is terminated by the Company or an Affiliate for Cause, all Restricted Share Units, whether vested or unvested, shall be forfeited on the date of such termination of service.

2.4

For purposes of this Agreement, ‘‘Cause’’ shall mean the (i) Participant’s engagement in misconduct which is materially injurious to the Company or any of its Affiliates or (ii) Participant’s continued failure to substantially perform his or her duties as a director to the Company or any of its Affiliates. The determination of the existence of Cause shall be made by the Committee in its sole discretion.

Dividend Equivalents. If a cash dividend is declared on the Shares, the Participant shall be credited with a dividend equivalent in an amount equal to the number of Restricted Share Units held by the Participant as of the dividend record date, multiplied by the amount of the cash dividend per Share. Dividend equivalents are subject to the same vesting schedule as the Restricted Stock Units as provided in Section 2 hereof, shall be denominated in cash and shall be paid in cash if and when the underlying Restricted Share Units are paid. Dividend equivalents denominated in cash shall not accrue interest during the period of restriction.


4	Payment .


4.1	The Company shall deliver to the Participant one Share for each vested Restricted Stock Unit, less any Shares withheld in accordance with the provisions of Section 8, as soon as practicable following the earlier of (i) the first anniversary of the Date of Grant, or (ii) the termination of the Participant’s Service for any reason, other than for Cause.


4.2	The Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.


5	No Right to Continued Service . The granting of the Restricted Share Units evidenced hereby and this Agreement shall impose no obligation on the Company or any Affiliate to continue the Service of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Service of such Participant.

Legend on Certificates . The certificates representing the Shares paid in settlement of the Restricted Share Units shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the U.S. Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.


7	Transferability .

7.1

The Restricted Share Units may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance; provided, further, that, upon written request by the Participant, the Committee may, subject to such rules as the Committee may adopt, permit the Restricted Share Units to be transferred or assigned by the Participant to (i) the Participant’s spouse, children or grandchildren (including adopted and stepchildren and grandchildren) (collectively, the ‘‘Immediate Family’’); (ii) a trust primarily for the benefit of the Participant and/or members of his or her Immediate Family (a ‘‘Family Trust’’); (iii) a partnership or limited liability company or other entity whose only partners or other equity owners are a Family Trust, the Participant and/or his or her Immediate Family members; or (iv) such Participant’s employer in the event the Participant is a non-employee director who is required to transfer any compensation received as non-employee director to his or her employer (each transferee described in clauses (i), (ii), (iii) and (iv) above is hereinafter referred to as a ‘‘Permitted Transferee’’). The request by the Participant shall describe the terms and conditions of the proposed transfer and the Committee shall notify the Participant in writing if such a transfer will be permitted.

7.2

Following a permitted transfer described in Section 77.1 above, all terms of the Restricted Share Units shall apply to the Permitted Transferee and any reference in the Plan and in the Agreement to a Participant shall be deemed to refer to the Permitted Transferee, except that (i) Permitted Transferees shall not be entitled to transfer the Restricted Share Units, other than by will or the laws of descent and distribution, (ii) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; provided that, if such notice is not provided to the Permitted Transferee, such notices are delivered by the Company to the Participant, and (iii) the consequences of termination of the Participant’s Service under the terms of the Plan and the Agreement shall continue to be applied with respect to the Participant, following which the transferred Restricted Share Units shall vest and become payable to the Permitted Transferee only to the extent specified in the Plan and the Agreement. No permitted transfer of the Restricted Share Units to heirs, legatees or the employer of the Participant shall be effective to bind the Company unless the Committee shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof.

Withholding . If applicable to the Participant, the Participant may be required to pay to the Company or any Affiliate and the Company shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the Restricted Share Units and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes.


9	Securities Laws . Upon the acquisition of any Shares pursuant to the payment of any Restricted Share Unit, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

Notices . Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.


11	Choice of Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF BERMUDA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

Restricted Share Units Subject to the Plan . By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Restricted Share Units are subject to the Plan (including without limitation the arbitration provision), and the terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.

Regulatory Compliance and Listing . The issuance or delivery of any certificates representing Shares issuable pursuant to this Agreement may be postponed by the Committee for such period as may be required to comply with any applicable requirements under the federal or state securities laws, any applicable listing requirements of any national securities exchange or the NASDAQ system, and any applicable requirements under any other law, rule or regulation applicable to the issuance or delivery of such Shares, and the Company shall not be obligated to deliver any such Shares to the Participant if either delivery thereof would constitute a violation of any provision of any law or of any regulation of any governmental authority, any national securities exchange or the NASDAQ system, or the Participant shall not yet have complied fully with the provisions of Section 8 hereof.


14	Signature in Counterparts . This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

ASPEN INSURANCE HOLDINGS LIMITED

By:

AGREED AND ACKNOWLEDGED AS
OF THE DATE FIRST ABOVE WRITTEN:

Participant

Exhibit 10.3

FIRST AMENDMENT TO SHAREHOLDER’S AGREEMENT

This first amendment to the Shareholder’s Agreement (as defined below) (this ‘‘ Amendment ’’) is entered into as of May 4, 2007, between Aspen Insurance Holdings Limited, a Bermuda corporation (the ‘‘ Company ’’), and the undersigned person (‘‘ Shareholder ’’) (the Company and Shareholder being hereinafter collectively referred to as the ‘‘ Parties ’’). All capitalized terms not defined herein shall have the meaning set out in the Shareholder’s Agreement.

WHEREAS, in order to ensure management’s and employees’ commitment to the growth and stability of the Company following the Company’s initial public offering, and to limit employees’ power to liquidate their Shares prior to the non-employee founding shareholders’ exit strategy, the Parties entered into a Shareholder’s Agreement as of August 20, 2003 (the ‘‘ Shareholder’s Agreement ’’);

WHEREAS, the Parties have determined that it is not practical or possible for Shareholder to liquidate his or her Shares as permitted under the Registration Rights Agreement as anticipated at the time of the Company’s initial public offering, particularly as part of underwritten block trades;

WHEREAS, the Company is now in its fifth year of operation, most of the non-employee founding shareholders have sold some or all of their shares, and the original purpose for the restrictions set out in the Shareholder’s Agreement is now less of a concern; and

WHEREAS, the Board of Directors of the Company has given its approval of this Amendment at a properly constituted meeting on May 2, 2007 and, accordingly, the Parties hereby agree to amend certain provisions of the Shareholder’s Agreement as set out in this Amendment, in accordance with Section 17 of the Shareholder’s Agreement.

NOW THEREFORE, to implement the foregoing and in consideration of the mutual agreements contained herein, the Parties agree as follows:

1. Amendment . With immediate effect, the Shareholder’s Agreement shall be amended in the manner set out in this Section 1 and shall take effect, be read and construed for all purposes as so amended.

Section 3(a) shall be amended by striking ‘‘the fifth anniversary of the date of this Agreement’’ and replacing it with ‘‘May 4, 2007’’ to read as follows:

Shareholder agrees that he will not transfer any of the Shares at any time prior to the earlier of (x) May 4, 2007 and (y) the death or Permanent Disability of Shareholder (the ‘‘ Lapse Date ’’); provided, however, that Shareholder may transfer the Shares prior to the Lapse Date pursuant to one of the following exceptions: (i) a transfer permitted by clauses (x)(other than in respect of this Section 3), (y) or (z) of Section 2(c); (ii) a sale of Shares pursuant to, but subject to the terms and conditions of, Shareholder’s registration rights under the Registration Rights Agreement; (iii) a transfer of Shares pursuant to, but subject to the terms and conditions of, Shareholder’s ‘‘tag-along’’ rights under the Investors’ Agreement; or (iv) a transfer at any time after the completion date of the Initial Public Offering until the Lapse Date of an aggregate number of Shares that (together with Shares previously transferred pursuant to clause (ii), (iii) or clause (iv)), as a percentage of the total number of Shares, including the number of Shares underlying vested Options, held by the Shareholder Entities as of the completion date of the Initial Public Offering prior to any transfers thereof (‘‘ Initial Holdings’’ ), does not exceed 5% of the Initial Holdings of such Shareholder Entities in any 12-month period.

2. Compliance with Securities and Other Laws . Shareholder acknowledges that this Amendment does not alter Shareholder’s duty to comply with the Company’s Policy on Insider Trading and Misuse of Information (including the pre-approval process), the securities laws of the United States and any state of the United States, the laws of Bermuda, or the laws of any other relevant jurisdiction.

3. Miscellaneous .


	(a)	The Parties acknowledge and agree that the provisions of the Shareholder’s Agreement not modified herein remain in full force and effect. This Amendment, together with the Shareholder’s Agreement, the Registration Rights Agreement and the Investors’ Agreement, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supercedes all other prior agreements and understandings, both written and oral, or any of them.


	(b)	The headings in this Amendment are inserted for convenience only and do not constitute a part of this Amendment.


	(c)	This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.


		ASPEN INSURANCE HOLDINGS LIMITED

By:


		Christopher O’Kane Chief Executive Officer


		SHAREHOLDER:


		[NAME]


		Address:


		Fax Number:


		Email Address: