Exhibit 10.1

Aspen Insurance Limited
Attn Bryan Astwood
Group Treasurer
Maxwell Roberts Building
1 Church Street
Hamilton
HM 11
Bermuda

October 11, 2006

Dear Bryan,

Committed letter of credit facility

Further to recent discussions, Citibank Europe plc (‘‘the Bank’’) is pleased to confirm its committed letter of credit issuance facility (‘‘the Facility’’) subject to the terms and conditions set out in this Letter.

Amount

The Facility shall be in a maximum aggregate amount of US$300,000,000 (‘‘the Facility Limit’’).

Facility Documents

Aspen Insurance Limited (‘‘the Company’’) have entered into the following documents in relation to the Facility:

(a)	Insurance Letters of Credit - Master Agreement (Form 3/CIFS) dated 15 December 2003 (the ‘‘Master Agreement’’);

(b)	Reinsurance Deposit Agreement (Charge Form – Citibank N.A. as Custodian) dated 15 December 2003 (‘‘Form 12’’);

(c)	Pledge Agreement dated 17 January 2006 (‘‘the Pledge Agreement’’);

(d)	Collateral Account Control Agreement dated 17 January 2006 (‘‘the Collateral Account Control Agreement’’) and

(e)	Corporate Mandate dated 10 December 2003.

In the event of any inconsistency between the terms of this letter and the terms of any Facility Document, the terms of this letter shall prevail.

Conditions precedent

The Company shall not request the issue of any Credit until the Bank has received the documents and other evidence specified below in a form and substance satisfactory to the Bank (each a ‘‘Condition Precedent’’ ), items (a) to (c) to be received by the Bank on or before 18 October 2006:

(a)	the enclosed duplicate of this Letter, duly executed on behalf of the Company;

(b)	the Assignment Agreement duly executed by the Company whereunder all the rights and obligations of Citibank N.A. under the Pledge Agreement shall be assumed by the Bank in accordance with the terms of such Assignment Agreement;

Citibank Ireland Financial Services plc
Directors: Aidan M Brady, Maurice F Doyle, Mark Fitzgerald, Mark Fulton (U.K./Australia),
Adrian Gray (U.K.), Brian Hayes, Peter Maskrey (U.K.), Frank McCabe, Daniel Nagy (U.S.A.), Francesco Vanni d'Archirafi (Italy)
Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin 1,
Ultimately owned by Citigroup Inc., New York, U.S.A.

(c)	the amendment letter duly executed by the Company whereunder the parties agree to certain amendments to the Form 12 and the Pledge Agreement; and

(d)	such other documents and other evidence as the Bank may reasonably require from time to time.

Utilisation requests

The Bank shall be entitled to examine each request to issue a Credit on a case-by-case basis and, notwithstanding clause 1(a)(i) of the Master Agreement, during the continuance of this Letter, shall only be entitled to decline any such request without liability where:

(a)	such request would cause the Bank to be in breach of any law of any jurisdiction (including non-exclusively any breach of sanctions imposed by the law of the United States of America); or

(b)	the Credit requested is in a currency other than US dollars, GB pounds sterling, Canadian dollars or Euros; or

(c)	any deposit(s) as may have been requested by the Bank to be placed in the accounts established pursuant to the terms of the Form 12 and/or Pledge and Collateral Account Control Agreements have not been carried out to the Bank's satisfaction.

Fees

The Company shall pay to the Bank in advance on the date of this Letter and on each Quarter Day a letter of credit fee in an amount equal to (a) 0.2% (on an annualised basis) in respect of the amount of credit drawn, where such amount is secured by collateral under Tranche 1 of Schedule 1 of the Pledge Agreement (as amended) (‘‘Tranche 1 Financial Assets’’); and/or (b) 0.25% (on an annualised basis) in respect of the amount of credit drawn, where such amount is secured by collateral under Tranche 2 of Schedule 1 of the Pledge Agreement (as amended) (‘‘Tranche 2 Financial Assets’’) and each within the Facility Limit and the terms of Schedule 1 of the Pledge Agreement. The fee payable on the date of this Letter shall be pro-rated for the number of days until 1 October 2006.

The Company shall pay to the Bank on the date of this Letter and on each Quarter Day a commitment fee in an amount equal to (a) 0.075% (on an annualised basis) of US$150,000,000 less the principal amount of drawn credit secured with Tranche 1 Financial Assets on that Quarter Day and (b) 0.1% (on an annualised basis) of US$150,000,000 less the principal amount of drawn credit secured with Tranche 2 Financial Assets on that Quarter Day.

Repayment and expiry

The Facility shall apply in respect of Credits issued prior to 11 October 2006 and Credits to be issued on or after 11 October 2006. The Facility shall expire on 10 October 2009 and the Bank and the Company shall commence negotiations, without being under any obligation, on the renewal of the Facility at least 60 days before such date.

Without prejudice to the continuing application of this Letter and the other Facility Documents in respect of issued Credits, the Bank may at any time terminate the Facility by notice in writing to the Company.

Representations and warranties

The Company represents and warrants to the Bank on the date of its acceptance of this Letter and, with reference to (ii) below only, on each day (by reference to the facts and circumstances then existing) until this Letter has expired or terminated, that there is no pending or, to the knowledge of the Company, threatened action, suit, investigation, litigation or proceeding affecting any member of the Group before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a material adverse effect on the financial position or prospects of the Group or (ii) purports to affect the legality, validity or enforceability of this Letter or any Facility Document or the consummation of the transactions contemplated hereby.

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The Company repeats the representations, warranties and undertakings laid out in clauses 1(f) and (g) of the Master Agreement in favour of the Bank in relation to this Letter as if they were more fully laid out herein, with the necessary changes, on the date of acceptance of this Letter and on each day (by reference to the facts and circumstances then existing) until this Letter has expired or terminated.

Undertakings

The Company agrees with the Bank, that in the event that the Company's A.M. Best Rating should at any time drop from its current level to a rating of BBB- or below, that this will entitle the Bank to require the Company on 90 days notice, to transfer the Collateral from the Account to an account at Citibank N.A. London, England branch (‘‘CNA-LON’’) and to execute a replacement deposit agreement (in substantially the customary form used by CNA-LON and a copy of which deposit agreement has been provided to the Company) in substitution for the Pledge Agreement and Collateral Account Control Agreement (the terms ‘‘Collateral’’ and ‘‘Account’’ where used in this paragraph are as defined in the Pledge Agreement).

Costs and expenses

The Company undertakes to indemnify the Bank, on demand, for and against all actions, proceedings, losses, damages, charges, costs, expenses, claims and demands which you may incur, pay or sustain (apart from the Bank's own gross negligence or wilful misconduct) in connection with this Letter (including non-exclusively the cost of all registrations and any other legal fees that the Bank incurs in relation to the Facility).

Certificates

Any demand, notification or certificate issued by the Bank specifying any amount due under this Letter or any Facility Document or any determination of any ratio shall, in the absence of manifest error, be conclusive and binding on the Company.

Miscellaneous

The rights of the Bank under this Letter and the Facility Documents may be exercised as often as necessary; are cumulative and not exclusive of its rights under the general law; and may be waived only in writing and specifically. Delay in exercising or non-exercise of any such right is not a waiver of that right.

If any provision of this Letter or any Facility Document is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect (i) the legality, validity or enforceability in that jurisdiction of any other provision of that document; or (ii) the legality, validity or enforceability in any other jurisdiction of that or any other provision of that document.

In no event shall the Bank be liable on any theory of liability for any special, indirect, consequential or punitive damages and the Company hereby waives, releases and agrees (for itself and on behalf of the other members of the Group) not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its or their favour.

Clauses 12, 13 and 14 of the Master Agreement, Section 17 of the Pledge Agreement and Article V, Section 3 of the Collateral Account Control Agreement shall apply in respect of this Letter, with necessary changes.

The terms of this Letter may not be waived, modified or amended unless such waiver, modification or amendment is in writing and signed by your nor may the Company assign any of its rights hereunder without the prior written consent of the Bank.

Definitions and interpretation

Terms defined in any Facility Document shall have the same meanings when used in this Letter. Additionally, the following terms have the following meanings.

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A. M. Best Rating means a claims paying rating from A. M. Best Co. (or any successor), provided that if such rating system shall change, or if it (or its successors) shall cease to be in the business of rating the financial strength of insurance companies like the Company, the Company shall negotiate in good faith to amend the references to specific A. M. Best Co. ratings in this Letter to reflect such changed rating system or the non-availability of ratings from such rating agency (provided that no such amendments shall be effective unless approved by the Bank).

Business Day means a day (other than a Saturday or a Sunday) on which banks are generally open in Dublin and Bermuda.

Facility Documents means the documents as specified in the paragraph of this Letter headed ‘‘Facility Documents’’ and any other document pursuant to which a security interest, guarantee or other form of credit support is created or exists in favour of the Bank in respect of the obligations of the Company under this Letter.

Group means the Company and each other person, if any, from time to time included in the consolidated financial statements of the Company filed with the SEC.

Quarter Day means 1 January, 1 April, 1 July and 1 October.

In this Letter (unless otherwise provided):

(a)	words importing the singular shall include the plural and vice versa;

references to:

(i)	paragraphs are to be construed as references to the paragraphs of this Letter;

(ii)	any document shall be construed as references to that document, as amended, varied, novated or supplemented;

(iii)	any statute or statutory provision shall include any statute or statutory provision which amends, extends, consolidates or replaces the same;

(iv)	any document or person being acceptable or approved or satisfactory shall be construed as meaning acceptable to or approved by or satisfactory to the Bank in its sole discretion;

(v)	a person shall be construed so as to include that person's assignors, transferees or successors in title and shall be construed as including references to an individual, firm, partnership, joint venture, company, corporation, body corporate, unincorporated body of persons or any state or any agency of a state; and

(vi)	time are to Dublin time.

The headings in this Letter are for convenience only and shall be ignored in construing this Letter.

Governing law

This Letter shall be governed by English law and for the benefit of the Bank the Company irrevocably submit to the jurisdiction of the English Courts in respect of any dispute which may arise from or in connection with this Letter or any Credit.

A person who is not a party to this Letter has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Letter.

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Yours sincerely

    
/s/ Phil Arch    

For and on behalf of Citibank Europe plc

    

Accepted and agreed on 11 October 2006

    
/s/ David Skinner

Aspen Insurance Limited

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Exhibit 10.2

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Insurance Letters of Credit − Master Agreement

Form 3/CIFS

To:	Citibank Ireland Financial Services plc Insurance Letter of Credit Department 2 nd Floor 1 North Wall Quay Dublin 1 Republic of Ireland

Dear Sirs,

Insurance Letters of Credit − Master Agreement
Insurance/Reinsurance Companies or Brokers

The purpose of this letter is to record our agreement (the ‘‘Agreement’’) to the following method of establishing letters of credit or similar or equivalent instruments acceptable to you (each a ‘‘Credit’’ and collectively the ‘‘Credits’’) on our behalf in favour of beneficiaries located in the United States of America or elsewhere (the ‘‘Beneficiary’’ or ‘‘Beneficiaries’’ as the context may require). In connection with this Agreement, we have also separately agreed with you the contractual or security arrangements that will apply in respect of our obligations under or pursuant to this Agreement.

1.	It is agreed between us in relation to each Credit that:-

	(a)	you will, upon receipt of an application form for the establishment of a Credit in such form as you may be willing to accept for this purpose and which may, without limitation, be received by you via any electronic system(s) or transmission arrangement(s) acceptable to you (referred to in this Agreement in relation to any Credit as an ‘‘application form’’) completed by us or on our behalf in accordance with the terms of our banking mandate(s) or other authorities lodged with you or arrangement(s) made with you from time to time and indicating therein the name of the Beneficiary and the amount and term of the Credit required, establish on our behalf an irrevocable clean sight Credit (or such other form of Credit as may be required by the application form relating thereto) available, in whole or in part, by the Beneficiary’s sight draft on Citibank Ireland Financial Services plc or otherwise as may be required by the terms of the Credit; provided, however, that:

	(i)	the opening of any Credit hereunder shall, in every instance, be at your option and nothing herein shall be construed as obliging you to open any Credit;

	(ii)	prior to the establishment of any Credit or in order to maintain a Credit we undertake as follows:

	(a)	forthwith at your request to deposit at a bank approved by you or with Citibank, N.A. at their branch at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB or, if notified by you, at such other branch as you may designate or at another bank approved by you, in an account or accounts in our name either cash or securities or a combination of cash and securities of such amount and combination as you may require (a ‘‘Deposit’’); and

	(b)	should a Deposit have been requested, to execute the Bank’s standard form charge documentation in relation to any accounts opened pursuant to (ii)(a) above; and

	(iii)	without prejudice to the generality of (i) above, the opening of any Credit hereunder shall be dependent upon you being satisfied, in your absolute discretion, that the a Deposit has been carried out and that the documentation required to be executed under (ii)(b) above has been validly executed;

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	(b)	we undertake to reimburse you, on demand, the amount of any and all drawings under each Credit;

	(c)	we undertake to indemnify you, on demand, for and against all actions, proceedings, losses, damages, charges, costs, expenses, claims and demands which you may incur, pay or sustain by reason of or arising in any way whatsoever (apart from your own gross negligence or wilful misconduct) in connection with each Credit and/or this Agreement;

	(d)	we undertake to pay to you, on demand, such fees and/or commissions of such amount(s) and/or at such rate(s) as shall have been or as may be advised by you to us as payable in connection with each Credit;

	(e)	we hereby irrevocably authorise you to make any payments and comply with any demands which may be claimed from or made upon you in connection with each Credit without any reference to or further authority from us and we hereby agree that it shall not be incumbent upon you to enquire or to take notice whether or not any such payments or demands claimed from or made upon you in connection with each Credit are properly made or to enquire or to take notice whether or not any dispute exists between ourselves and the Beneficiary thereof and we further agree that any payment which you shall make in accordance with the terms and conditions of each Credit shall be binding upon us and shall be accepted by us as conclusive evidence that you were liable to make such payment or comply with such demand; and

	(f)	we represent and warrant to you and undertake that:-

	(i)	we have and will at all times have the necessary power to enable us to enter into and perform the obligations expressed to be assumed by us under this Agreement;

	(ii)	this Agreement constitutes our legal, valid, binding and enforceable obligation effective in accordance with its terms; and

	(iii)	all necessary authorisations to enable or entitle us to enter into this Agreement have been obtained and are in full force and effect and will remain in such force and effect at all times during the subsistence of this Agreement;

	(g)	we represent and warrant to you that:-

	(i)	we are not unable to pay our debts as they fall due;

	(ii)	we have not been deemed or declared to be unable to pay our debts under applicable law;

	(iii)	we have not suspended making payments on any of our debts;

	(iv)	we have not by reason of actual or anticipated financial difficulties commenced negotiations with any of our creditors with a view to rescheduling any of our indebtedness;

	(v)	the value of our assets is not less than our liabilities (taking into account contingent and prospective liabilities);

	(vi)	no moratorium has been declared in respect of any of our indebtedness; and

	(vii)	no analogous or similar event or concept to those set out in Clauses 1(g)(i) to 1(g)(vi) above has occurred or is the case under the laws of any jurisdiction.

2.

Where an application form has been completed by or on behalf of any other applicant(s) with whom you have entered into an agreement similar or equivalent in effect to this Agreement, and a separate application form has been completed by us or on our behalf which corresponds, in your opinion with such other application form (or any other combination of circumstances exist which, in your opinion, are reasonably equivalent to the foregoing) then you shall be at liberty to open a single Credit on behalf of ourselves and such other applicant(s) jointly and in that event the following provisions shall apply:-

	(a)	our obligations pursuant to Clause 1(b) above shall be in respect of our due proportion of each drawing under any such Credit;

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	(b)	in establishing our due proportion of each drawing under any such Credit you are hereby irrevocably authorised to make apportionments between ourselves and such other applicant(s) (i) on a pro rata basis by reference to the amounts set forth in the application forms originally completed by us and them in respect of such Credit (and after taking into account any subsequent increases or decreases in such Credit effected by you for our or their respective accounts) or, if you should so choose (ii) in reliance on the instructions and advice of and information provided by the relevant Insurance Broker (construed in accordance with paragraph 3 below); and

	(c)	for the purposes of paragraph 1(c) above, you may make any required apportionments in such manner as you, in your sole discretion, consider to be fair and reasonable.

3.

You may refer any query or problem arising in connection with this Agreement or any transaction hereby contemplated to the relevant Insurance Broker or respond to any question relating to the status of any Credit made by the relevant Insurance Broker (and, in such response, if you consider that it is material to make reference to the subject matter of any other agreement(s) now or hereafter entered into between us in connection with this Agreement, you may disclose such information relating thereto as you in your sole discretion consider to be appropriate). For the purposes of this Agreement, references to the relevant Insurance Broker shall be construed so as to mean the insurance broker or other intermediary (a) through whom you originally received the application form relating to the Credit in question (or the person(s) who purport to have succeeded to the business thereof) or (b) which, in your opinion, acts in connection with such Credit.

4.

	(a)	Any Credit established hereunder may, if requested by us on the application form relating thereto and subject to your consent, bear a clause to the effect that it will automatically be extended for successive periods of one year (or such other period as may be stated in the relevant application form) unless the Beneficiary has received from the bank or institution issuing the Credit (the ‘‘Issuing Bank’’) by registered mail (or other appropriate receipted delivery) notification of intention not to renew such Credit at least 30 days (or such other period as may be stated in the relevant application form) (the ‘‘Notice Period’’) prior to the end of the original term or, as the case may be, of a period of extension. The Issuing Bank shall be under no obligation to us to send the Beneficiary such notification (and without such notification to the Beneficiary the Credit will be automatically extended as provided above) unless you shall have received by registered mail or other means acceptable to you notification from us (or from any one or more of the other parties (if any) for whose account(s) such Credit may also have been established as contemplated by paragraph 2 above) of our or its election not to renew such Credit at least 30 days prior to the commencement of the Notice Period relating to the original term or, as the case may be, a period of extension; provided however that you will, as soon as is reasonably possible, give us advice of the receipt by you of any such notice from any other such parties. We understand that receipt by you of any such notice may result in the whole of such Credit being cancelled (and not just the portion attributable to us in the case of a joint credit as referred to in paragraph 2 above) and, save as is provided above, you reserve the right, at your sole option and discretion, to give or procure the giving at any time to the Beneficiary of notification of intention not to renew any Credit and that if you exercise such said right you will give us notice in writing thereof as soon as is reasonably possible.

	(b)	If, in either of the circumstances referred to in sub-paragraph (a) above, the Issuing Bank has given notification not to renew such Credit, then you may (but shall not be obliged to) without further authority from us (or from any of the other persons as aforesaid) arrange for the Beneficiary to accept (1) a substitute Credit (the ‘‘Substitute Credit’’) from the Issuing Bank on terms identical to such Credit except that (i) the amount of the Substitute Credit will be equal to the then undrawn face value of such Credit less the portion thereof (determined by you) to be attributable to the person(s) (the ‘‘excluded Person(s)’’) who gave a notice of non-renewal to

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		you or, as the case may be, for whom you do not wish to arrange the issuance of the Substitute Credit and (ii) the original term of the Substitute Credit will, subject to renewal as mentioned in sub-paragraph (a) above, be up to one year in duration (or such longer duration as may be required by any regulatory or other authority having jurisdiction as to the acceptability of the Substitute Credit) OR (2) such other arrangement, compromise, release or waiver as, in your sole opinion, will result in the same effect being achieved as in (1) above. You will, as soon as reasonably possible, advise us (unless we are the or one of the Excluded Person(s)) of the matter(s) effected by you pursuant to the foregoing provisions.

5.

You may, at your sole option, arrange for the issuance of any Credit as being subject to either (i) the Uniform Customs and Practice for Documentary Credits (1993 Revision) ICC Publication No. 500 or (ii) the International Chamber of Commerce Publication No. 590 — the International Standby Practices 1998, (or any subsequent version of either); provided however that you may agree such modifications thereof as may be required by any regulatory or other authority having jurisdiction as to the acceptability of the Credit in question.

6.

Unless otherwise agreed between us in writing, the previous agreement(s) (if any) entered into between us governing Credits (other than those at any time governed by a ‘‘Master Agreement — London Market Letter of Credit Scheme’’ or substantially equivalent agreement) established by Citibank Ireland Financial Services plc on our behalf in favour of Beneficiaries shall, on acceptance by you of this letter duly executed by us, cease to apply to all such Credits established by Citibank Ireland Financial Services plc prior to the date of our signature of this Agreement and all such Credits shall, from the date of such acceptance be governed by this Agreement.

7.

For the avoidance of doubt any letter or letters of credit or similar or equivalent instrument or instruments (the ‘‘Existing Credit(s)’’) which has or have been established or opened pursuant to the terms of any previous agreement(s) entered into between us and Citibank, N.A. governing the Existing Credits (including any security arrangements that apply in respect of any obligation under or pursuant to such previous agreement(s)) (the ‘‘Existing Agreement(s)’’) shall continue in force until cancelled. The Existing Agreement(s) shall continue to apply to the Existing Credit(s) until all the Existing Credit(s) have been cancelled. If requested to do so by you, we undertake to take all reasonable steps to procure that any cancelled Existing Credit(s) are destroyed or returned to you.

8.

If, at our request, a Credit expressly chooses a state or country law other than New York, U.S.A. or English law, or is silent with respect to the International Chamber of Commerce Publication No. 500 — Uniform Customs and Practice for Documentary Credits (the ‘‘UCP’’), the International Chamber of Commerce Publication No. 590 — International Standby Practices 1998 (the ‘‘ISP’’) or a governing law, Citibank Ireland Financial Services plc shall not be liable for any payment, cost, expense or loss resulting from any action or inaction taken by Citibank Ireland Financial Services plc if such action or inaction is justified under UCP, ISP, New York law or English law or the law governing the Credit.

9.	We understand that Citibank Ireland Financial Services plc may carry out any of its obligations under this Agreement through any offices or branches of Citibank Ireland Financial Services plc wheresoever situated and may wish to exercise any of its rights under this Agreement through offices or branches of Citibank Ireland Financial Services plc wheresoever situated.

10.

We further understand that Citibank Ireland Financial Services plc also reserves the right to issue any Credit through any third party correspondent of its choice and/or to have any Credit confirmed by Citibank, N.A. and, in such circumstances, Citibank Ireland Financial Services plc will be required to guarantee reimbursement to such correspondent (and/or to Citibank, N.A., as the case may be) of any payments which such correspondent (and/or Citibank, N.A., as the case may be) may make under the Credit in question and such guarantee (howsoever described) shall also be treated mutatis mutandis as a Credit for the purpose of this Agreement.

11.	The provisions of the foregoing paragraphs shall be equally applicable to any increase, extension, renewal, partial renewal, modification or amendment of or substitute instrument for any Credit to

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which they apply. If for any reason any amount paid under any Credit is repaid, in whole or in part, by the Beneficiary thereof, you may, in your sole discretion, treat (or procure the treatment of) such repayment as a reinstatement of an amount (equal to such repayment) under such Credit. The value date applied by you to any such reinstatement shall not be earlier than the date of such repayment and you shall not be liable for any loss of any nature which we may suffer or incur and which may arise from any inadvertent or erroneous drawing.

12.	Any notice or demand to be served on us by you hereunder may be served:

	(a)	on any of our officers personally;

	(b)	by letter addressed to us or to any of our officers and left at our registered office or at any one of our principal places of business;

	(c)	by posting the same by letter addressed in any such manner as aforesaid to such registered office or any such principal place of business; or

	(d)	by telex or facsimile addressed in any such manner as aforesaid to any then published telex or facsimile number of ourselves.

Unless otherwise stated, any notice or demand to be served on you by us hereunder must be served on you either at your address stated at the beginning of this Agreement (or such other address as you may notify us of from time to time) or by facsimile to such number as you may notify us of from time to time.

Any notice or demand:-

	(e)	sent by post to any address in the Republic of Ireland or the United Kingdom shall be deemed to have been served on us at 10am. (London time) on the first Business Day after the date of posting (in the case of an address in the Republic of Ireland) and on the second Business Day after posting (in the case of an address in the United Kingdom) or, in the case of an address outside the Republic of Ireland or the United Kingdom (or a notice or demand to you), shall be deemed to have been served on the relevant party at 10am. (London time) on the third Business Day after and exclusive of the date of posting; or

	(f)	sent by telex or facsimile shall be deemed to have been served on the relevant party when dispatched.

In proving such service by post it shall be sufficient to show that the letter containing the notice or demand was properly addressed and posted and such proof of service shall be effective notwithstanding that the letter was in fact not delivered or was returned undelivered.

In this Clause ‘‘Business Day’’ shall be construed as a reference to a day (other than a Saturday or a Sunday) on which banks are generally open in London.

13.

You shall have a full and unfettered right to (a) assign the whole or any part of the rights under or the benefit of this Agreement or (b) (subject to Clause 14 below) novate your rights and obligations under this Agreement. The words ‘‘you’’ and ‘‘your’’ wherever used herein shall be deemed to include your assignees and novatees and other successors, whether immediate or derivative, who shall be entitled to enforce and proceed upon this Agreement in the same manner as if named herein. You shall be entitled to impart any information concerning us to any such assignee, novatee or other successor or any participant or proposed assignee, novatee, successor or participant.

14.

	14.1	The person who is for the time being liable to perform your obligations under this Agreement (a ‘‘Transferring Bank’’) shall be entitled to novate at any time, upon service of a notice in the form attached as Schedule One to this Agreement (a ‘‘Novation Notice’’) on us, any or all of its rights and obligations under, and the benefit of, this Agreement to any Permitted Transferee. With effect from the date on which a Novation Notice is executed by the Transferring Bank and the Permitted Transferee and served on us (the ‘‘Novation Date’’), the provisions of Clause 14.2 shall have effect (but not otherwise).

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For the purposes of this Clause 14 a ‘‘Permitted Transferee’’ shall mean any holding company, subsidiary or affiliate of Citigroup.

	14.2	With effect from (and subject to the occurrence of) the Novation Date:

	(a)	the Permitted Transferee shall be bound by the terms of this Agreement (as novated) in every way as if the Permitted Transferee were and had been a party hereto in place of the Transferring Bank and the Permitted Transferee shall undertake and perform and discharge all your obligations and liabilities under this Agreement (as novated) whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date;

	(b)	we shall release and discharge the Transferring Bank from further performance of its obligations arising in favour of us on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof against the Transferring Bank and we shall accept the liability of the Permitted Transferee in respect of such obligations in place of the liability of the Transferring Bank;

	(c)	the Transferring Bank shall release and discharge us from further performance of our obligations arising in favour of the Transferring Bank on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof by the Transferring Bank;

	(d)	we shall be bound by the terms of this Agreement (as novated) in every way, and we shall undertake and perform and discharge in favour of the Permitted Transferee each of our obligations whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date and expressed to be owed to you.

	14.3	Without prejudice to the automatic novation of the Transferring Bank’s rights and obligations pursuant to Clause 14.2 we undertake to sign and return promptly each acknowledgement of the Novation Notice from time to time delivered to us promptly following receipt of the same from the Transferring Bank.

15.

	15.1	We hereby irrevocably authorise you to debit and credit, on our behalf, any account or accounts which are held in our name with Citibank, N.A.

	15.2	We hereby agree that Citibank N.A. shall be entitled to rely on and action any credit or debit made by you in accordance with Clause 15.1.

16.

This Agreement shall be governed by English law and for your benefit we hereby irrevocably submit to the jurisdiction of the English Courts in respect of any dispute which may arise from or in connection with this Agreement. The terms of this Agreement may not be waived, modified or amended unless such waiver, modification or amendment is in writing and signed by you nor may we assign any of our rights here under without your prior written consent.

17.

	17.1	Subject to this Clause and to Clause 15.2 a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 (the ‘‘Third Parties Act’’) to enforce any terms of this Agreement.

	17.2	Citibank, N.A. may enforce the terms of Clause 15.2 subject to and in accordance with this Clause and Clause 16 and the provisions of the Third Parties Act.

	17.3	The parties to this Agreement do not require the consent of Citibank, N.A. to rescind or vary this Agreement at any time.

	17.4	If Citibank, N.A. brings proceedings to enforce the terms of Clause 15.2 we shall only have available to us by way of defence, set-off or counterclaim a matter that would have been available by way of defence, set-off or counterclaim if Citibank, N.A. had been party to this Agreement.

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EXECUTION COPY

	17.5	Citibank, N.A. may not take proceedings to enforce Clause 15.2 unless and until it gives notice in writing to us in any manner as is permitted by Clause 12, agreeing irrevocably to the provisions of Clause 16.

Yours faithfully,

For and on behalf of

ASPEN INSURANCE LIMITED
*(Full name of Company / Firm)

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EXECUTION COPY

SCHEDULE ONE

Form of Novation Notice for Clause 14

To:            [                ]

Date:                

Dear Sirs

Insurance Letters of Credit − Master Agreement (Form 3/CIFS) dated [            ] and made between Citibank Ireland Financial Services plc and [            ] (the ‘‘Agreement’’)

We refer to Clause 14 of the Agreement. We hereby notify you that we wish to exercise our option to novate under Clause 14 thereof so that with effect from today’s date the rights, liabilities and obligations of [ name of Transferring Bank ] shall be novated to [ name of Permitted Transferee ] in the manner set out in Clause 14 thereof.

The relevant address for the purposes of Clause 4(a) and Clause 12 is as follows:

[ insert new address ]

Yours faithfully

for and on behalf of [TRANSFERRING BANK]

for and on behalf of [PERMITTED TRANSFEREE]

[NAME OF COUNTERPARTY] :

(1)	acknowledges receipt of the Novation Notice; and

(2)	agrees that with effect from the date of the Novation Notice the rights, liabilities and obligations of [                ] are novated to [                ] in the manner set out in Clause 14 of the Agreement.

for and on behalf of [NAME OF COUNTERPARTY]

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Exhibit 10.3

PLEDGE AGREEMENT

PLEDGE AGREEMENT, dated as of 17 JANUARY 2006, (this ‘‘ Agreement ’’) made among Aspen Insurance Ltd, a company organized and existing under the laws of Bermuda (the ‘‘ Pledgor ’’), and Citibank, N.A. (the ‘‘ Pledgee ’’).

PRELIMINARY STATEMENTS.

	(1)	The Pledgor and the Pledgee have entered into a master agreement (as form time to time amended, the ‘‘Master Agreement’’) pursuant to which the Pledgee may, from time to time in its sole discretion, issue for the account of the Pledgor letters of credit or similar or equivalent instruments (each a ‘‘Credit’’ and, collectively, the ‘‘Credits’’).

	(2)	The Pledgor has agreed to collateralize its obligations to the Pledgee that result from time to time under the Master Agreement and in respect of the Credits issued thereunder, whether now existing or from time to time hereafter incurred or arising, as such obligations are more fully defined in Section 3 of this Agreement as the Secured Obligations.

	(3)	The Pledgor and the Pledgee desire to execute and deliver this Agreement for the purpose of securing the Secured Obligations (as such term is defined in Section 3 below) and subjecting the property hereinafter described to the Lien of this Agreement as security for the performance of the Secured Obligations.

	(4)	The Pledgor has opened account number 465876 (the ‘‘Account’’) with Bank of New York, Bank at its office at 101 Barclay Street, 8W, New York, New York 10286 U.S.A..

NOW, THEREFORE , in consideration of the premises and in order to induce the Pledgee to enter into transactions with and to provide services to the Pledgor and its subsidiaries pursuant to separate agreements or arrangements between such persons and the Pledgee, the parties hereto hereby agree as follows:

Section 1.     Defined Terms .    Except as otherwise expressly provided herein, capitalized terms used herein shall have the meaning assigned to such terms in Appendix A.

Section 2.     Grant of Security .    Subject to and in accordance with the provisions of this Agreement, the Pledgor hereby assigns, pledges and grants to the Pledgee a first priority security interest in and a Lien on all of the Pledgor’s right, title and interest, whether now owned or hereafter acquired, in all of the following (collectively, the ‘‘ Collateral ’’):

(i)    the Account;

(ii)    the Securities and any Instruments or other Financial Assets credited to the Account or otherwise acquired by the Pledgee in any manner and under its control as Collateral (the ‘‘ Pledged Securities ’’) including, without limitation Securities of the type and in the aggregate amounts specified in Schedule I hereto and any Securities Account and Security Entitlement in respect of the Account, the Pledged Securities or any of them;

(iii)    all additional Investment Property (including without limitation) Securities, Security Entitlements, Financial Assets, or other property and all funds, cash or cash equivalents (together with any applicable Account or Securities Account) from time to time (A) received, receivable or otherwise distributed in respect of or in exchange or substitution for any other Collateral (all such funds, cash or cash equivalents to be Financial Assets for purpose of this Agreement) or (B) otherwise acquired by the Pledgee in any manner and delivered to the Pledgee or under the control of the Pledgee as Collateral; and

(iv)    All proceeds (including, without limitation, cash proceeds) of any or all of the foregoing, including without limitation, proceeds that constitute property of the types described in clauses (i), (ii) and (iii) above.

Section 3.     Security of Obligations .    This Agreement secures the payment of all obligations of the Pledgor now or hereafter existing under the Insurance Letters of Credit Master Agreement

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(including all contingent obligations with respect to letters of credit issued by the Pledgee for the Pledgor’s account) and this Agreement, whether for principal, interest, fees, expenses or otherwise and the payment of any and all expenses (including reasonable counsel fees and expenses) incurred by the Pledgee in enforcing any rights under this Agreement (all such obligations being the ‘‘ Secured Obligations ’’).

Section 4.     Delivery of Security Collateral .

	(A)	On or prior to the date hereof, the Pledgor shall transfer or credit, or cause to be transferred or credited, all of the Pledged Securities to the Pledgee or to an Account or a Securities Account under arrangements acceptable to the Pledgee in its sole discretion. Pledgor shall deliver all other Collateral to the Pledgee or to a Securities Intermediary subject to the control of the Pledgee under arrangements acceptable to the Pledgee in its sole discretion. Upon the occurrence and during the continuance of an Event Default (as hereafter defined), the Pledgee shall have the right, at any time it reasonably determines is necessary or desirable to enable the Pledgee to better perfect or protect the security interests granted hereunder, upon notice to the Pledgor, to transfer to or to register in the name of the Pledgee or any of its nominees any or all of the Collateral.

	(B)	At any time and upon thirty (30) days notice, the Pledgee may require the Pledgor to transfer the Collateral from the Account to an account at Citibank, N.A. (London, England branch) (‘‘CBNA-UK’’) and to execute a replacement deposit agreement (in substantially the customary form used by CBNA-UK, a copy of which deposit agreement has been provided to Pledgor) in substitution for this Agreement.

Section 5.     Use of Proceeds .    Proceeds that are received in respect of any Collateral shall be held as cash held as Collateral as provided in Section 2 of this Agreement.

Section 6.     Representations and Warranties .    The Pledgor represents and warrants as follows:

(a)    The Pledgor is a corporation duly organized and, validly existing under the laws of its incorporation and has all requisite corporate power and authority (including, without limitation, all governmental licenses, permits and other approvals except where such failure would not have a material adverse effect on the Pledgor’s business), to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding capital stock of the Pledgor has been validly issued, is fully paid and non-assessable.

(b)    The execution, delivery and performance by the Pledgor of this Agreement, and the consummation of the transactions contemplated hereby, are within the Pledgor’s corporate powers and have been duly authorized by all necessary corporate action.

(c)    The execution, delivery and performance by the Pledgor of this Agreement and the consummation of the transactions contemplated hereby, do not and will not (i) violate any provision of law, rule or regulation applicable to the Pledgor; (ii) conflict with the charter or bylaws or substantively similar constitutive documents of the Pledgor; or (iii) conflict with or result in a breach of, or constitute a default under, or result in the creation or imposition of any Lien upon any of the property or assets of the Pledgor or any of its subsidiaries, under any indenture, loan agreement, mortgage, deed of trust or other instrument or agreement to which the Pledgor or any of its subsidiaries may be or become a party or by which it may be or become bound or to which the property or assets of the Pledgor of any of its subsidiaries may be or become subject.

(d)    No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party is required either (i) for the grant by the Pledgor of the assignment and security interest granted hereby, for the pledge by the Pledgor of the Collateral pursuant hereto or for the execution, delivery or performance of this Agreement by the Pledgor, (ii) for the perfection or maintenance of the pledge, assignment and security interest created hereby (including the first priority nature of such pledge, assignment or security interest) or (iii) for the exercise by the Pledgee of its rights

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provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with the disposition of any portion of the Collateral by laws affecting the offering and sale of securities generally or as may be applicable to the Pledgee.

(e)    This Agreement has been duly executed and delivered by the Pledgor. This Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of the Pledgor enforceable against the Pledgor in accordance with its terms, subject as to enforceability to applicable bankruptcy, insolvency, and similar laws affecting creditors’ rights generally.

(f)    The Pledgor is the legal and beneficial owner of the Collateral and Pledgor has and shall at all times have rights in, and good and valid title to, the Collateral, free and clear of all Liens and ‘‘adverse claims’’ (as such term is defined in Section 8-102(a)(1) of the NYUCC).

(g)    To the best of the Pledgor’s knowledge, no default has occurred under or with respect to any Collateral as of the date hereof.

(h)    (i) This agreement and the pledge and assignment of the Collateral pursuant hereto create a valid security in the Collateral, securing the payment of the Secured Obligations, (ii) this Agreement and the related Account Control Agreement, dated                     , by and among the Pledgor, the Pledgee and Bank of New York are sufficient to perfect such security interest, and (iii) assuming the Pledgee has no notice of any Liens or ‘‘adverse claims’’ (as such terms is defined in Section 8-102(a)(1) of the NYUCC) with respect to the collateral, the Pledgee will take the Collateral free and clear of all Lien and adverse claims.

(i)    The Pledgor is subject to civil and commercial law with respect to its obligations hereunder, and the execution, delivery and performance by the Pledgor of its obligations under this Agreement constitute private and commercial acts rather than public or governmental acts. Neither the Pledgor or any of its properties has any immunity from jurisdiction of any court or from set-off or any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws Bermuda.

	(j)	(A) This Agreement is in proper legal form under all applicable laws of Bermuda for the enforcement thereof against the Pledgor in accordance with its terms. To ensure the legality, validity, enforceability or admissibility into evidence of this Agreement it is not necessary that this Agreement or any other document be filed or recorded with any governmental authority of Bermuda or that any stamp or similar tax be paid on or in respect of this Agreement or any other document delivered pursuant hereto.

(B) It is not necessary (X) in order for the Pledgee to enforce any rights or remedies under this Agreement or (Y) solely by reason of the execution delivery and performance of this Agreement by the Pledgee, that the Pledgee be licensed or qualified with Bermudian governmental authority or be entitled to carry on business in Bermuda.

(k)    The Pledgor shall cause Securities of the type specified on Schedule I to be pledged as Collateral so that at all times the fair market value of such Securities shall equal or exceed an amount equal to of the aggregate amount of the then outstanding Credits; and without limiting the foregoing, if at any time the Pledgor is not in compliance with the requirements of this subsection (k), the Pledgor shall forthwith cause additional Securities of the type specified on Schedule I to be held as Collateral pursuant to Section 2 to the extent required to cause the Pledgor to be in compliance with this subsection (k).

Section 7.     Further Assurances .

(a)    The Pledgor agrees that from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further Instruments and documents, and take all further action, that may be necessary or desirable, or that the Pledgee may reasonably request, in order to continue, perfect and protect any pledge, assignment or security interest granted or purported to be granted hereby or to enable the Pledgee to exercise and enforce its rights and remedies

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hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Pledgor will execute and file such financing or continuation statements, or amendments thereto, and such other Instruments or notices, as may be necessary or desirable, or as the Pledgee may request, in order to perfect and preserve the pledge, assignment and security interest granted or purported to be granted hereby.

(b)    The Pledgor hereby authorizes the Pledgee to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral without the signature of the Pledgor where permitted by law. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Section 8.     Distributions .

(a)    Other than upon and during the continuance of an Event of Default (as hereinafter defined), the Pledgor shall be entitled to receive and retain any and all distributions paid in respect of the Pledged Securities; provided, however, that any and all

(i)    distributions paid or payable other than in cash in respect of, and Instruments, Financial Assets and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral and

(ii)    cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral,

shall be, and shall be forthwith delivered to the Pledgee to hold as Collateral subject to the Pledgor’s right to withdraw all Collateral in excess of the Required Account Value as Provided in Section 3 of the Account Control Agreement and shall, if received by the Pledgor, be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor and be forthwith delivered to the Pledgee as Collateral in the same form as so received (with any necessary endorsement) to the extent the Collateral is less than the Required Account Value.

(b)    For the purpose of this section 8 and Sections 4 and 14 hereof, the terms ‘‘Events of Default’’ shall mean a failure of the Pledgor to perform in any material respect any of its obligations under the Master Agreement or this Agreement, which failure shall continue unremedied for five (5) business days after written notice thereof shall have been given by the Pledgee to the Pledgor.

(c)    The Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to receive the interest payments that it is authorized to receive and retain pursuant to paragraph (a) above.

Section 9.     Transfer and Other Liens .    The Pledgor shall not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral, including any right to give any Entitlement Order with respect to the Collateral, except for the pledge, assignment and security interest created by this Agreement.

Section 10.     Pledgee Appointed Attorney-in-Fact .    The Pledgor hereby irrevocably appoints the Pledgee the Pledgor’s attorney-in-fact, with full authority upon failure to perform any of the obligations under the Master Agreement or this Agreement in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time to take any action and to execute any instrument that the Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement.

Section 11.     Pledgee May Perform .    If the Pledgor fails to perform any agreement contained herein, after receipt of a written request from the Pledgee to do so, the Pledgee may (but shall have no obligation to) itself perform, or cause performance of, such agreement, and the reasonable expenses of the Pledgee incurred in connection therewith shall be payable by the Pledgor under Section 15(b) hereof.

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Section 12.     The Pledgee’s Duties .    The powers conferred on the Pledgee hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Pledgee shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Pledgee has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Pledgee shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Pledgee accords its own property.

Section 13.     Security Interest Absolute .    The obligations of the Pledgor under this Agreement are independent of the Secured Obligations and any agreement with respect to the Secured Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against the Pledgor or whether the Pledgor is joined in any such action or actions. All rights of the Pledgee and the pledge, assignment and security interest hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, irrespective of:

(a)    any lack of validity or enforceability of the Master Agreement or any other agreement or instrument relating thereto;

(b)    any change in the time, manner or place of payment of, or in any other term of, all or any of Secured Obligations or any other amendment or waiver of or any consent to any departure from this Agreement or the Master Agreement, including, without limitation, any increase in the Secured Obligations;

(c)    any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty for all or any of the Secured Obligations;

(d)    any manner of application of the Collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Secured Obligations or any other assets of the Pledgor or any of its subsidiaries;

(e)    any change, restructuring or termination of the corporate structure or existence of the Pledgor or any of its subsidiaries; or

(f)    any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Pledgor or a third party grantor of a security interest.

Section 14.     Remedies .    If an Event of Default shall occur and be continuing:

(a)    The Pledgee may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the NYUCC and also may without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Pledgee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Pledgee may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Pledgee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b)    All cash proceeds received by the Pledgee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of the Pledgee, be held by the Pledgee as collateral for, and/or then or at any time thereafter applied (after payment

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of any amounts payable to the Pledgee pursuant to Section 15) in whole or in part by the Pledgee against, all or any part of the Secured Obligations in such order as the Pledgee shall elect. Any surplus of such cash or cash proceeds held by the Pledgee and remaining after payment in full of all the Secured Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

(c)    The Pledgee may, without notice to the Pledgor except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the Secured Obligations against the Collateral or any part thereof.

Section 15.     Indemnity and Expenses .

(a)    The Pledgor agrees to indemnify the Pledgee and their affiliates and their officers, directors, employees, agents, attorneys and advisors from and against any and all claims, damages, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, damages, losses or liabilities resulting from the Pledgee’s gross negligence or willful misconduct.

(b)    The Pledgor will upon demand pay to the Pledgee the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Pledgee may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Pledgee hereunder or (iv) the failure by the Pledgor to perform or observe any of the provisions hereof.

Section 16.     Amendments; Waivers; Etc .    No amendment or waiver of any provision of this Agreement, and no consent to any departure by the Pledgor herefor, shall in any event be effective unless the same shall be in writing and signed by the Pledgee, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Pledgee to exercise, and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

Section 17.     Addresses for Notices .    All notices and other communications provided for hereunder shall be in writing (including telecopier, telegraphic, telex or cable communication) and, mailed telegraphed, telecopied, telexed, cabled or delivered if to the Pledgor at Aspen Reinsurance Ltd, Victoria Hall, 11 Victoria Street, Hamilton Bermuda, as to either party, at such other address as shall be designated by such party in a written notice to each other party complying as to delivery with the terms of this Section 17. All such notices and communications shall, when mailed, telecopied, telegraphed or telexed, be effective five Business Days after deposit in the mail, or when telecopied, delivered to the telegraph company or confirmed by telex answerback, respectively, except that notices and communications to the Pledgee shall not be effective until received by the Pledgee. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof.

Section 18.     Continuing Security Interest: Assignments .    This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the payment in full in cash of the Secured Obligations, (b) be binding upon the Pledgor and the Pledgee and their respective successors and assigns and (c) inure, together with the rights and remedies of the Pledgee and its respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), the Pledgee may assign or otherwise transfer to any other Person all or any portion of its rights and obligations under this Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Pledgee herein or otherwise. The Pledgor will, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Pledgee such confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take

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such further steps related to the Collateral and other property or rights covered by the security interest hereby granted, which the Pledgee deems reasonably advisable to perfect, preserve or protect its security interest in the Collateral, including any actions which may be required or advisable as a result of any amendment or supplement to applicable laws, including the NYUCC.

Section 19.     Release and Termination .    Upon the later of the payment in full in cash of the Secured Obligations or any termination as provided in Master Agreement, the pledge, assignment and security interest granted hereby shall terminate and all rights to be Collateral shall revert to the Pledgor. Upon any such termination, the Pledgee will, at the Pledgor’s expense execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination.

SECTION 20.      GOVERNING LAW; TERMS .    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER IN RESPECT OF ANY PARTICULAR COLLATERAL IS MANDATORILY GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK, IN WHICH CASE THE LAWS OF SUCH OTHER JURISDICTION SHALL GOVERN SUCH MATTERS.

Section 21.     Jurisdiction, Venue .

(a)    The Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State or Federal court (to the extent such court has subject matter jurisdiction) sitting in New York City and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement or for the recognition and enforcement of any judgment, and the Pledgor hereby irrevocably and unconditionally agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or in such Federal court. The Pledgor hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Pledgor hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or federal court. The Pledgor hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Pledgor irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to such Pledgor at its address specified in Section 17. The Pledgor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

(b)    Nothing in this Section 21 shall affect the right of the Pledgee to serve legal process in any other manner permitted by applicable law or affect any right which the Pledge would otherwise have to bring any action or proceeding against the Pledgor or its property in the courts of any other jurisdiction.

(c)    To the extent that the Pledgor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Pledgor to the extent permitted by law hereby irrevocably waives such immunity in respect of its obligations under this Agreement and, without limiting the generality of the foregoing, agrees that the waives set forth in this subsection (c) shall have the fullest scope permitted under the United States Foreign Sovereign Immunities Act of 1976, as amended, and are intended to be irrevocable for purposes of such Act.

SECTION 22 .     WAIVER OF JURY TRIAL .     EACH OF THE PLEDGOR AND THE PLEDGEE HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,

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TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PLEDGEE IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Section 23.     Execution in Counterparts .    This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 24.     Severability .    If any term or provision of this Agreement is or shall become illegal, invalid or unenforceable in any jurisdiction, all other terms and provisions of this Agreement shall remain legal, valid and enforceable in such jurisdiction and such illegal, invalid or unenforceable provision shall be legal, valid and enforceable in any other jurisdiction.

Section 26.     Termination of Prior Agreement .    The parties agree that any prior pledge agreement with respect to the Collateral is terminated as of the effective date of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Aspen Insurance Ltd

CITIBANK, N.A.

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SCHEDULE 1

Securities or Other Assets Acceptable as Financial Assets:

Securities issued by the US Government or its agencies (whose debt obligations are fully and explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the US Government) or the Central government of an OECD (Organisation for Economic Co-operation and Development) country, in each case rated AA or AA equivalent or better.

The initial Required Value is: USD

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ANNEX A

CERTAIN DEFINED TERMS

Capitalized terms used herein shall have the respective meanings ascribed to them below:

‘‘ Collateral ’’ has the meaning specified therefore in Section 2 hereof.

‘‘ Entitlement Holder ’’ means a Person that (i) is an ‘‘ entitlement holder ’’ as defined in Section 8-102(a)(7) of the NYUCC (except in respect of a Book-entry Security); and (ii) in respect of any book-entry Security, is an ‘‘entitlement holder’’ as defined in 31 C.F.R. §357.2 (or, as applicable to such book-entry Security, the corresponding Federal Book-Entry Regulations governing such book-entry Security) which, to the extent required or permitted by the Federal Book-Entry Regulations, is also an ‘‘entitlement holder’’ as defined in Section 8-102(a)(7) of the NYUCC.

‘‘ Entitlement Order ’’ shall have the meaning set forth in Section 8-102(a)(8) of the NYUCC and shall include, without limitation, any notice or related instructions from the Pledgee directing the transfer or redemption of the Collateral or any part thereof.

‘‘ Federal Book-Entry Regulations ’’ means the federal regulations contained in Subpart B (‘‘ Treasury/Reserve Automated Debt Entry System ( TRADES )’’ governing book-entry securities consisting of United States Treasury securities, U.S. Treasury bonds, notes and bills) and Subpart D (‘‘ Additional Provisions ’’) of 31 C.F.R. Part 357, 31 C.F.R. § 357.10 through §357.14 and §357.41 through §357.44 (including related defined terms in 31 C.F.R. §357.2), as amended by regulations published at 61 Fed. Reg. 43626 (August 23, 1996) and as amended by an subsequent regulations.

‘‘Insurance Letter of Credit Master Agreement’’ means the Insurance Letter of Credit Master Agreement delivered by the Pledgor to the Pledgee.

‘‘ Lien ’’ means any mortgage, pledge, attachment, lien, charge, claim, encumbrance, lease or security interest, easement, right of first or last refusal, right of first offer or other option or contingent purchase right.

‘‘ NYUCC ’’ means the Uniform Commercial Code from time to time in effect in the State of New York.

‘‘ Person ’’ means any individual, corporation, partnership, joint venture, foundation, association, joint-stock company, trust, unincorporated organization, government or any political subdivision thereof or any agency or instrumentality of any thereof.

‘‘ Secured Obligations ’’ has the meaning specified therefor in Section 3 hereof.

‘‘ Secured Intermediary ’’ means a Person that (i) is a ‘‘ securities intermediary ’’ as defined in Section 8-102(a)(14) of the NYUCC and (ii) in respect of any U.S. Government Obligations, is also a ‘‘ securities intermediary’’ as defined in 31 C.F.R. §357.2.

‘‘ Security Control ’’ means ‘‘ control ’’ as defined in Section 9-115(1)(e) of the NYUCC.

‘‘ Security Entitlement ’’ means (i) security entitlement’’ as defined in Section 8-102(a)(17) of the NYUCC (except in respect of a U.S. Government Obligation); and (ii) in respect of any U.S. Government Obligation, a ‘‘ security entitlement ’’ as defined in 31 C.F.R. §357.2 which, to the extent required or permitted by the Federal Book-Entry Regulations, is also a ‘‘ security entitlement ’’ as defined in Section 8-102(a)(17) of the NYUCC.

‘‘ STRIPS ’’ shall have the meaning thereof set forth in Section 357.2 of the Federal Book-Entry Regulations.

‘‘ U.S. Government Obligations ’’ means all of the United States Treasury securities (including STRIPS) maintained in the commercial book-entry system entitled Treasury/Reserve Automated Debt Entry System (‘‘ TRADES ’’) pursuant to the Federal Book-Entry Regulations or pursuant to a successor system.

(b)    NYUCC Terms. Terms defined or referenced in the NYUCC and not otherwise defined or referenced herein are used herein as therein defined or referenced. In particular, the following terms are used herein as defined or referenced in the respective NYUCC sections indicated below: ‘‘ Account ’’: Section 9-106; ‘‘ Entitlement Order ’’: Section 8-102(a)(8); ‘‘ Financial Asset ’’: Section 8-102(a)(9); ‘‘ Instrument ’’: Section 9-105(l)(i); ‘‘ Investment Property ’’: Section 9-115(1)(f); ‘‘ Person ’’: Section 1-201(30); ‘‘ Securities Account ’’: Section 8-501(a); ‘‘ Security ’’: Section 8-102(a)(15).

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Phil Arch			Citibank, N.A.
Trade Finance and Services			Citigroup Centre Canada Square Canary Wharf LONDON E14 5LB
			Tel     +44 (0) 207 500 5942 Fax     +44 (0) 207 500 5452

27 January, 2006

    
Mr B Astwood                                                                                  January 27 ^th , 2006
Aspen Insurance Ltd
Victoria Hall
3 ^rd Floor
11 Victoria St
Hamilton
HM11

    
Dear Sirs

Re	Pledge Agreement between Aspen Insurance Ltd and Citibank London dated January 17, 2006 and Account Control Agreement between Bank of New York and Citibank London dated January 17, 2006

    
With reference to the above Pledge Agreement , without prejudice to the provision of Section 2 and 6 (k), the Collateral Value and permitted securities, subject to your counter-signature of a copy of this letter, shall be as set out in the annex to this letter.

Save as expressly provided in this letter, the provisions of the Pledge Agreement and the Account Control Agreement shall remain in full force and effect.

Please countersign and return the enclosed copy of this letter.

    
    
Yours faithfully
for Citibank Ireland Financial Services

    
    
We confirm our agreement to the above

Citibank, N.A. is incorporated with limited liability under the National Bank Act of the U.S.A. and has its head office at 399 Park Avenue, New York, NY 10043, U.S.A.. Citibank, N.A. London branch is registered in the U.K. at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB under No. BR001018 and is regulated by the FSA. VAT No. GB 429 6256 29. Ultimately owned by Citigroup Inc., New York, U.S.A.

Table of Contents

ANNEX

BANK of NEW YORK / ASPEN INSURANCE COMPANY LTD

and

CITIBANK, N.A.

PLEDGE AND ACCOUNT CONTROL AGREEMENT

SCHEDULE 1

1.	The Required Value is:−

	US$ 50,000,000.00 (United State Dollars Fifty Million) (or such other amount as may be agreed between the Chargor and notified to the Pledgor from time to time.)

	The account is currently funded with $51,100,000 U.S. Treasury Bills due July 20th, 2006.

    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
Citibank, N.A. is incorporated with limited liability under the National Bank Act of the U.S.A. and has its head office at 399 Park Avenue, New York, NY 10043, U.S.A.. Citibank, N.A. London branch is registered in the U.K. at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB under No. BR001018 and is regulated by the FSA. VAT No. GB 429 6256 29. Ultimately owned by Citigroup Inc., New York, U.S.A.

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Exhibit 10.5

ASSIGNMENT AGREEMENT (THIS ‘‘ AGREEMENT ’’)

October 11, 2006

Reference is made to the following documents (collectively referred to as the ‘‘ Original Agreements ’’):

(1)	INSURANCE LETTERS OF CREDIT MASTER AGREEMENT , dated December 15, 2003 and attached hereto as Exhibit I (the ‘‘ Master Agreement ’’) among Citibank Ireland Financial Services plc (whose name has since been changed to Citibank Europe Plc) (‘‘ CEP ’’) and Aspen Insurance Ltd (‘‘ Aspen ’’), as Applicant;

(2)	PLEDGE AGREEMENT , dated January 17, 2006, attached hereto as Exhibit II (the ‘‘ Pledge Agreement ’’) executed by Aspen in favor of Citibank N.A. (‘‘ Citibank ’’) whereby Aspen has agreed that certain of its assets are pledged in favor of Citibank as security for the payment of all obligations under the Master Agreement; and

(3)	COLLATERAL ACCOUNT CONTROL AGREEMENT , dated January 17, 2006, attached hereto as Exhibit III (the ‘‘ Control Agreement ’’) among Aspen, Citibank Ireland Financial Services plc (whose name has since been changed to Citibank Europe Plc) (‘‘ CEP ’’) and The Bank of New York (‘‘ BONY ’’) as the Securities Intermediary.

WHEREAS, the Pledge Agreement incorrectly lists Citibank as the Pledgee and as the issuer of letters of credit under the Master Agreement;

WHEREAS, the issuer of letters of credit under the Master Agreement is actually CEP, and not Citibank;

WHEREAS, the parties to this Agreement wish to replace Citibank with CEP as the Pledgee under the Pledge Agreement, but maintain the Control Agreement and the Master Agreement as currently in effect;

NOW THEREFORE, in consideration of the mutual promises set forth hereafter, Aspen, Citibank, CEP and BONY hereby acknowledge, accept and confirm as follows:

(a)

In accordance with Section 18 of the Pledge Agreement, Citibank hereby assigns, transfers and conveys to CEP, and CEP hereby accepts and assumes from Citibank and Aspen, that interest in and to all of Citibank's rights, duties, liabilities and obligations as Pledgee under and in respect of the Pledge Agreement (the ‘‘ Assigned Interest ’’) as security for all Obligations of Aspen to CIFS now or hereafter existing under the Master Agreement;

(b)	BONY, as Securities Intermediary under the Control Agreement, and Aspen, as Pledgor under the Pledge Agreement and Control Agreement and as account party and applicant under the Master Agreement, each hereby consents to the foregoing assignment;

(c)

CEP, Aspen and BONY shall acquire the same rights and benefits and assume the same obligations between themselves pursuant to the Original Agreements as they would have acquired and assumed had the Pledge Agreement been issued originally in favor of CEP, and not Citibank, as Pledgee and had the Account been pledged originally by Aspen in favor of CEP, and not Citibank, specifically as security for all obligations of Aspen under the Master Agreement and the Pledge Agreement;

(d)	Aspen hereby represents and warrants that each of the representations and warranties it originally made in the Original Agreements are true and correct as made once again on this date; and

(e)	Except as set forth herein, nothing in this Agreement will be construed to affect any of the other rights and obligations of the parties hereto pursuant to the Original Agreements.

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Capitalized terms not defined herein shall have the meaning ascribed thereto in the Original Agreements, as applicable.

This Agreement is being delivered in, and shall be governed by and construed and interpreted in accordance with the laws of, the State of New York. Each party submits to the non-exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, New York, New York for the purposes of resolving any disputes under this Agreement.

This Agreement shall be binding upon the parties and their respective successors and permitted assigns. No failure or delay on the part of either party in exercising any right hereunder shall operate as a waiver of such right; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other rights. No waiver of any such right shall be effective unless given in a signed writing or other authenticated record. No waiver of any such right shall be deemed a waiver of any other right hereunder.

This Agreement may be executed by 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.

EXECUTED as of the date set forth above by

ASPEN INSURANCE LTD

By:	/s/ David Skinner

Name:	David Skinner

Title:	Chief Financial Officer

Dated:	October 11, 2006

CITIBANK N.A.

By:	/s/ Phil Arch

Name:	Phil Arch

Title:	Vice President

Dated:	October 11, 2006

CITIBANK EUROPE PLC

1 North Wall Quay
Dublin 1
Ireland

By:	/s/ Phil Arch

Name:	Phil Arch

Title:	Vice President

Dated:	October 11, 2006

THE BANK OF NEW YORK

By:	/s/ Dimitra Petroutsas

Name:	Dimitra Petroutsas

Title:	Assistant Vice President

Dated:	October 12, 2006

Exhibit 10.6

11 October, 2006

Aspen Insurance Limited
Attn Bryan Astwood
Maxwell Roberts Building
1 Church Street
Hamilton
HM 11
Bermuda

Dear Sirs

(1) Reinsurance Deposit Agreement (Charge Form – Citibank, N.A. as Custodian) (Form 12) registered against Aspen Insurance Limited by and in favour of Citibank Ireland Financial Services plc (whose name has since been changed to Citibank Europe plc) dated 15 December 2003; and (2) Pledge Agreement dated 17 January 2006, registered against Aspen Insurance Limited by and in favour of Citibank Ireland Financial Services plc (now Citibank Europe plc) (by way of Assignment Agreement dated October 11, 2006), (respectively the ‘‘Reinsurance Deposit Agreement’’ and the ‘‘Pledge Agreement’’) and each as may be from time to time amended, varied, supplemented, novated or assigned as the case may be.

With reference to the Reinsurance Deposit Agreement , we write to record that you and we have agreed that Schedule Two thereto shall be replaced by the form set out in Annex One to this letter.

With reference to the Pledge Agreement , without prejudice to the provisions of Section 2, Section 6(k) shall be deleted in its entirety and replaced by the following:-

‘‘The Pledgor shall cause Securities of the type specified in Schedule I to be pledged as Collateral so that at all times the fair market value of such Securities shall equal or exceed (i) an amount equal to 111. 111111% of the aggregate amount of the then outstanding Credits where the Collateral provided in respect of such Credits comprises Tranche 1 Financial Assets (ii) an amount equal to 117.647% of the aggregate amount of the then outstanding Credits where the Collateral provided in respect of such Credits comprises Tranche 2 Financial Assets and without limiting the foregoing, if at any time the Pledgor is not in compliance with the requirements of this subsection (k), the Pledgor shall forthwith cause additional Securities of the type specified in Schedule I (whether Tranche 1 and/or Tranche 2 Financial Assets as required) to be held as Collateral pursuant to Section 2 to the extent required to cause the Pledgor to be in compliance with this subsection (k).’’

With reference to the above Pledge Agreement , without prejudice to the provisions of Sections 2 and 6(k) (the latter as amended herein), Schedule 1 thereto shall be replaced by the form set out in Annex Two to this letter.

Save as expressly provided in this letter, the provisions of the Reinsurance Deposit Agreement and the Pledge Agreement shall remain in full force and effect.

Please counter-sign and return the enclosed copy of this letter.

Yours faithfully

/s/ Phil Arch
for Citibank Europe plc

We hereby confirm our agreement to the above.

Dated:    October 11, 2006

Signed:

    
/s/ David Skinner

for and on behalf of

ASPEN INSURANCE LIMITED

ANNEX ONE

REINSURANCE DEPOSIT AGREEMENT (CHARGE FORM – CITIBANK, N.A. AS CUSTODIAN) (FORM 12)

SCHEDULE TWO

For the purposes of Clause 3(a)(i):

1.	The figure of ‘‘100%’’ specified in Clause 3(a)(i)(1) shall be replaced by the figure of not less than 0% (zero percent) such that there shall be no minimum percentage requirement; provided that there shall be for the time being be in full force and effect the Pledge Agreement of 17 January 2006 made by the Chargor in favour of the Bank (by way of Assignment Agreement dated Ocotber 11, 2006).

2.

A Reinsurance Deposit may be in any currency which is acceptable to the Bank and which is freely transferable and convertible into U.S. dollars. Where, after a Reinsurance Deposit has been established, the currency of all or a portion thereof ceases to be acceptable to the Bank, the Bank may require that such Reinsurance Deposit or such portion thereof be converted into or re-established in another currency acceptable to the Bank and may instruct the Custodian to so convert or re-establish such deposit. The Bank is irrevocably authorised (without reference to us) to so instruct the Custodian.

3.

Where a Reinsurance Deposit or a portion thereof is denominated in the same currency as a Credit (the ‘‘Credit Currency’’ ), the Reinsurance Deposit or such portion thereof shall have a value of 100% of its value in the relative Credit Currency; and for this purpose the Bank (and the Custodian) shall notionally match each Credit with a Reinsurance Deposit or a portion thereof denominated in the relative Credit Currency.

4.

Where a Reinsurance Deposit or a portion thereof is denominated in a currency other than the relative Credit Currency, both the proportion specified above of the face value of the Credit (the ‘‘Required Value’’ ) (or, where only a portion of the Reinsurance Deposit is in the relative Credit currency, the balance of the Required Value remaining unmatched) and the Reinsurance Deposit or such portion thereof shall be notionally converted into a common base currency (as the Bank may in its discretion determine); and following such notional conversion the Reinsurance Deposit or such portion thereof shall suffer a deduction of the Relevant Percentage, to cover exchange movements that may from time to time affect the value of the underlying unmatched Reinsurance Deposit or a portion thereof and the contingent obligations to which it relates.

5.	The ‘‘Relevant Percentage’’ means:

	(a)	where a Reinsurance Deposit or a portion thereof is denominated in U.S. dollars, Canadian dollars or Sterling, 10%;

	(b)	where a Reinsurance Deposit or a portion thereof is denominated in Euro, Swiss francs or Japanese yen, 15%; and

	(c)	where a Reinsurance Deposit or a portion thereof is denominated in any other currency, 25%.

6.	For the purposes of each notional conversion to be effected hereunder the provisions of Clause 14(a) shall apply mutatis mutandis.

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ANNEX TWO

PLEDGE AGREEMENT

SCHEDULE 1

Securities or Other Assets Acceptable as Financial Assets can comprise Securities as set out in, and subject to the limitations of, Tranche 1 and/or Tranche 2 below, it being understood that different margins apply to each Tranche as set out in Section 6(k) of this Agreement.

Tranche 1

Up to a maximum of USD 300,000,000 (Three Hundred Million United States Dollars) can be secured by:-

Securities issued by the US government or its agencies (whose debt obligations are fully and explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the US government) or the central government of an OECD (Organisation for Economic Co-operation and Development) country, in each case rated AA or AA equivalent or better.

Tranche 2

Up to a maximum of USD 150,000,000 (One Hundred and Fifty Million United States Dollars) can be secured by:-

Securities issued by Corporations, each rated A- or A- equivalent or better (and not more than 10% by value of the Charged Portfolio shall be represented by Securities issued by any one issuer and each bond within the Charged Portfolio shall mature not more than 10 years after the date on which it comes within the Charged Portfolio) provided that at all times the average rating of such Securities held within the Charged Portfolio is rated at least AA- or AA- equivalent or better.

The Required Value is USD 58, 391,000 (Fifty Eight Million and Three Hundred and Ninety One Thousand United States Dollars)

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