SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Amendment No. )

~~Filed by the Registrant~~ þ ~~Filed by a Party other than the Registrant~~ ¨

~~Check the appropriate box:~~



Filed by the Registrant		þ	Filed by a Party other than the Registrant	o

Check the appropriate box:
o	Preliminary Proxy Statement

¨

o	Confidential, for Use of the Commission ~~Only~~only (as permitted by Rule 14a-6(e)(2))

þ		Definitive Proxy Statement

¨
o	Definitive Additional Materials

¨
o	Soliciting Material Pursuant to §240.14a-12

ASPEN INSURANCE HOLDINGS LIMITED

Notice of ~~2013~~2016 Annual General Meeting of Shareholders

~~And~~

ASPEN INSURANCE HOLDINGS LIMITED

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON APRIL ~~24, 2013~~21, 2016

To our Shareholders:

The annual general meeting of shareholders ~~(the “Shareholders”)~~ of Aspen Insurance Holdings Limited (the “Company” or “Aspen Holdings”) will be held at the offices of the Company, 141 Front Street, Hamilton HM19, Bermuda on April ~~24, 2013~~21, 2016 at 12.00 p.m. Local Time (the “Annual General Meeting”).

The matters intended to be acted upon at the Annual General Meeting are as follows:

The Company will also lay before the meeting the audited financial statements of the Company for the year ended December 31, ~~2012~~2015 pursuant to the provisions of the Bermuda Companies Act 1981, as amended, and the Company’s Bye-Laws.

The close of business on February ~~25, 2013~~22, 2016 has been fixed as the record date for determining the ~~Shareholders~~shareholders entitled to notice of and to vote at the Annual General Meeting or any adjournments thereof. For a period of at least 10ten (10) days prior to the Annual General Meeting, a list of ~~Shareholders~~shareholders entitled to vote at the Annual General Meeting will be open for examination by any ~~Shareholder~~shareholder during ordinary business hours at the ~~offices of the Company~~Company’s office located at 141 Front Street, Hamilton HM19, Bermuda.

The Proxy Statement, the Notice of Internet Availability of Proxy Materials and the Annual Report on
Form 10-K for the year ended December 31, ~~2012~~2015 are available athttp://www.edocumentview.com/AHL and http://www.aspen.co.

The Company has taken advantage of the U.S. Securities and Exchange Commission rule allowing companies to furnish proxy materials via the ~~internet.~~Internet. On or about March ~~13, 2013,~~10, 2016, the Company will mail a Notice of Internet Availability of Proxy Materials (“Notice”) to all ~~Shareholders~~shareholders as of the record date, February ~~25, 2013.~~22, 2016. The Notice will contain instructions on how to gain access to the Company’s Proxy Statement and ~~2012~~ Annual Report on Form ~~10-K.~~10-K for the fiscal year ended December 31, 2015. In addition, the Notice will contain instructions to allow ~~you~~shareholders to request copies of the proxy materials ~~to be sent to you~~ by mail. The proxy materials sent by mail will include a proxy card containing instructions to ~~cast~~submit your ~~vote~~proxy via the ~~internet~~Internet or telephone, or alternatively you may complete, sign and return the proxy card by mail.

YOUR VOTE IS IMPORTANT

If you are unable to be present at the Annual General Meeting personally, please follow the instructions for ~~voting~~submitting your proxy on the Notice you received for the meeting or, if you requested a paper copy of our proxy materials, by completing, signing, dating and returning your proxy card, or by ~~internet~~Internet or telephone as described ~~in the Proxy Statement.~~

on your proxy card.

By Order of the Board of Directors,

~~Patricia Roufca~~

March ~~13, 2013~~

10, 2016

ASPEN INSURANCE HOLDINGS LIMITED

ANNUAL GENERAL MEETING OF SHAREHOLDERS

The ~~proxy statement~~Proxy Statement, the Notice of Internet Availability of Proxy Materials and ~~annual report to security holders~~the Annual Report on Form 10-K for the year ended December 31, 2015 are available at

This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of Aspen Insurance Holdings Limited (the ~~“Company”~~“Company,” “we,” “us” or “our”) to be voted at our annual general meeting of shareholders ~~(the “Shareholders”)~~ to be held at the offices of the Company located at 141 Front Street, Hamilton HM19, Bermuda on April ~~24, 2013~~21, 2016 at 12:00 p.m. local time, or at such other meeting upon any postponement or adjournment thereof (the “Annual General Meeting”). Directions to the ~~meeting~~Annual General Meeting may be obtained by contacting the Company at ~~1-441-295-8201.~~1 (441) 295-8201. This Proxy Statement, the Notice of ~~Annual General Meeting~~Internet Availability of ~~Shareholders~~Proxy Materials and the accompanying form of proxy are being first mailed to ~~Shareholders~~shareholders on or about March ~~13, 2013.~~10, 2016. These proxy materials, along with a copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2012,~~2015, are also available for viewing athttp://www.edocumentview.com/AHL andhttp://www.aspen.co.

Shareholders will be asked to take the following actions at the Annual General Meeting:

Shareholders may be asked to consider such other business as may properly come before the Annual General Meeting or any adjournments thereof.

Proposals 1, 2, 3 and 4 each require an affirmative vote of the majority of the voting power of the votes cast and entitled to vote at the Annual General Meeting (taking into account the Company’s Bye-Laws 63 to 67). The Company intends to conduct all voting at the Annual General Meeting by poll as requested by the Chairman of the Annual General Meeting, in accordance with our Bye-Laws.

As of February ~~25, 2013,~~22, 2016, the record date for the determination of persons entitled to receive notice of, and to vote at, the Annual General Meeting, there were ~~69,786,699~~60,762,721 ordinary shares of the Company, par value U.S. ~~0.15144558¢~~0.15144558 cents per share (the “ordinary shares”), issued and outstanding. The ordinary shares are our only class of equity securities outstanding currently entitled to vote at the Annual General Meeting.

Holders of ordinary shares are entitled on a poll to one vote for each ordinary share held on each matter to be voted upon by the ~~Shareholders~~shareholders at the Annual General Meeting.

The presence of one or more shareholders in person or by proxy holding at least 50% of the voting power (that is, the number of maximum possible votes of the shareholders entitled to attend and vote at a general meeting, after giving effect to the provision of our Bye-Laws 63 to 67) of all of the issued ordinary shares of the Company throughout the Annual General Meeting shall form a quorum for the transaction of business at the Annual General Meeting. Only recordholders or their properly appointed proxies, beneficial owners of the Company’s ordinary shares who have evidence of such ownership and provide personal identification (such as a driver’s license or passport) and the Company’s guests may attend the Annual General Meeting.

Pursuant to our Bye-Laws 63 to 67, the voting power of all ordinary shares is adjusted to the extent necessary so that there is no 9.5% U.S. Shareholder. For the purposes of our Bye-Laws, a ~~9.5%~~“9.5% U.S. ~~Shareholder~~Shareholder” is defined as a United States Person (as defined in the Internal Revenue Code of 1986, as amended, of the United States (the “Code”)) whose “controlled shares” (as defined below)

constitute ~~nine and one-half percent~~9.5% or more of the voting power of all ordinary shares and who would be generally required to recognize income with respect to the Company under Section 951(a)(1) of the Code, if the Company were a controlled foreign corporation as defined in Section 957 of the Code and if the ownership threshold under Section 951(b) of the Code were 9.5%.

~~Because the~~

The applicability of the voting power reduction provisions to any particular ~~Shareholder~~shareholder depends on facts and circumstances that may be known only to the ~~Shareholder~~shareholder or related ~~persons,~~persons. Accordingly, the Company requests that any holder of ordinary shares with reason to believe that it is a 9.5% U.S. Shareholder (as described above) contact the Company promptly so that the Company may determine whether the voting power of such holder’s ordinary shares should be reduced. By submitting a proxy, unless the Company has otherwise been notified or made a determination with respect to a holder of ordinary shares, a holder of ordinary shares will be deemed to have confirmed that, to its knowledge, it is not, and is not acting on behalf of, a 9.5% U.S. Shareholder.

In order to determine the number of controlled shares owned by each ~~Shareholder,~~shareholder, we are authorized to require any ~~Shareholder~~shareholder to provide such information as the Board may deem necessary for the purpose of determining whether any ~~Shareholder’s~~shareholder’s voting rights are to be adjusted pursuant to the Company’s Bye-Laws. We may, in our reasonable discretion, disregard the votes attached to ordinary shares of any ~~Shareholder~~shareholder failing

to respond to such a request or submitting incomplete or inaccurate information. “Controlled shares” will include, among other things, all ordinary shares that a person is deemed to beneficially own directly, indirectly or constructively (as determined pursuant to Sections 957 and 958 of the Code).

The presence of one or more Shareholders in person or by proxy holding at least 50% of the voting power (that is, the number of maximum possible votes of the Shareholders entitled to attend and vote at a general meeting, after giving effect to the provision of our Bye-Laws 63 to 67) of all of the issued and outstanding ordinary shares of the Company throughout the meeting shall form a quorum for the transaction of business at the Annual General Meeting.

Pursuant to our Bye-Laws 63 to 67, it is currently expected that there will be no adjustments to the voting power of any of the Company’s ~~Shareholders.~~shareholders. Therefore, every ~~Shareholder~~shareholder will be entitled on a poll to one vote for each ordinary share held by such ~~Shareholder~~shareholder on each matter to be voted upon.

The Company’s Bye-Law 84 provides that if the voting rights of any shares of the Company are adjusted pursuant to Bye-Laws 63 to 67 and the Company is required or entitled to vote at a general meeting of any of its subsidiaries organized under the laws of a jurisdiction outside of the United States of America (each, a “Non-U.S. Subsidiary”), the Board shall refer the subject matter of the vote to ~~Shareholders~~shareholders of the Company on a poll and seek authority from the ~~Shareholders~~shareholders in a general meeting of the Company for the Company’s corporate representative or proxy to vote in favor of the resolutions proposed by such Non-U.S. Subsidiary pro rata to the votes received at the general meeting of the Company’s corporate representative or proxy to vote against the directing resolution being taken, respectively, as an instruction for the Company’s corporate representative or proxy to vote in the appropriate proportion of its shares for, and the appropriate proportion of its shares against, the resolution proposed by the Non-U.S. Subsidiary.

At the Company’s 2009 annual general meeting, ~~of Shareholders, the Company’s Shareholders~~shareholders approved resolutions amending the constitutional documents of the Company and its Non-U.S. Subsidiaries to modify each of their respective voting push-up provisions (which mirror those of the Company described in the preceding paragraph) found in such constitutional documents, so that such provision is only applicable in the event that the voting rights of any shares of the Company are adjusted pursuant to the Company’s Bye-Laws 63-67. If voting rights are not adjusted pursuant to the above, resolutions proposed by the Company’s Non-U.S. Subsidiaries will not be voted upon by the Company’s ~~Shareholders~~shareholders at the Annual General Meeting.

~~At the Annual General Meeting, Shareholders will be asked to take the following actions:~~

To vote FOR the re-election of Messrs. Richard Bucknall, Peter O’Flinn and Ronald Pressman as Class III directors of the Company and the election of Mr. Gordon Ireland as a Class III director of the Company.

~~To vote FOR the approval of compensation of the Company’s named executive officers, as disclosed in this Proxy Statement as part of the non-binding advisory vote for Say-On-Pay.~~

~~To vote to hold an advisory, non-binding vote on executive compensation every 1 YEAR.~~

~~To vote FOR the adoption of the 2013 Share Incentive Plan.~~

To vote FOR the appointment of KPMG Audit plc (“KPMG”), London, England, to act as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013 and to authorize the Board through the Audit Committee (the “Audit Committee”) to set the remuneration for the independent registered public accounting firm.

~~At the Annual General Meeting, Shareholders may be asked to consider and take action with respect to such other matters as may properly come before the Annual General Meeting.~~

Proposals 1, 2, 4 and 5 each require an affirmative vote of the majority of the voting power of the votes cast at the Annual General Meeting and entitled to vote on that proposal (taking into account Bye-Laws 63 to 67). With respect to Proposal 3, shareholders will be deemed to have approved the alternative that receives the most votes, even if that alternative receives less than a majority of the votes cast at the Annual General Meeting. The Company intends to conduct all voting at the Annual General Meeting by poll as requested by the Chairman of the meeting, in accordance with our Bye-Laws.

PRESENTATION OF FINANCIAL STATEMENTS

In accordance with the Bermuda Companies Act 1981, as amended, and Bye-Law 139 of the Company, the Company’s audited financial statements for the year ended December 31, ~~2012~~2015 were approved by the Board and will be presented at the Annual General Meeting. ~~The Board has approved these statements.~~ There is no requirement under Bermuda law that these statements be approved by ~~Shareholders,~~shareholders and no such approval will be sought at the ~~meeting.~~

Annual General Meeting.

SOLICITATION AND REVOCATION

PROXIES IN THE FORM ENCLOSED ARE BEING SOLICITED BY, OR ON BEHALF OF, THE BOARD. THE
BOARD HAS DESIGNATED THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY AS PROXIES. Such persons designated as proxies serve as officers of the Company. Any ~~Shareholder~~shareholder desiring to appoint another person to represent him or her at the Annual General Meeting may do so either by inserting such person’s name in the blank space provided on the accompanying form of proxy or by completing another form of proxy and, in either case, delivering an executed proxy to the Company Secretary ~~of the Company~~ at the address indicated on page 3 ~~before the time~~ of this Proxy Statement prior to the Annual General Meeting. It is the responsibility of the ~~Shareholder~~shareholder appointing such other person to represent him or her to inform such person of this appointment.

Each ordinary share represented by a properly executed proxy which is returned and not revoked will be voted in accordance with the instructions, if any, given thereon. If no instructions are provided in a properly executed proxy, it will be voted “FOR” all nominees in Proposal 1, “FOR” Proposals 2, 4,3 and ~~5, and every “1 YEAR” for Proposal 3,~~4 and in accordance with the proxyholder’s best judgment as to any other business as may properly come before the Annual General Meeting. If a ~~Shareholder~~shareholder appoints a person other than the persons named in the enclosed form of proxy to represent him or her, such person will vote the shares in respect of which he or she is appointed proxyholder in accordance with the directions of the ~~Shareholder~~shareholder appointing him or her. Any ~~Shareholder~~shareholder who executes a proxy may revoke it at any time before it is voted by (i) delivering to the Company Secretary ~~of the Company~~ a written statement revoking such proxy, by(ii) executing and

delivering a later-dated proxy or by(iii) voting in person at the Annual General Meeting. Attendance at the Annual General Meeting by a ~~Shareholder~~shareholder who has executed and delivered a proxy to us shall not in and of itself constitute a revocation of such proxy. For ordinary shares held in “street name” by a broker, bank or other nominee, new voting instructions must be delivered to the broker, bank or nominee prior to the Annual General Meeting.

To the extent that beneficial owners do not furnish voting instructions with respect to any or all proposals submitted for shareholder action, member brokerage firms of The New York Stock Exchange, Inc. (the “NYSE”) that hold ordinary shares in ~~street name~~“street name” for such beneficial owners may not vote in their discretion ~~upon~~on non-routine matters, such as Proposals 1, 2 and 3, but have the discretion to vote on routine matters, such as Proposal 4. If beneficial owners do not provide voting instructions to their brokerage firm or 4. other nominee, such brokerage firm or other nominee may therefore only vote their shares on Proposal 4 and any other routine matters properly presented for a vote at the Annual General Meeting.

Any “broker non-votes” and abstentions will be counted toward the presence of a quorum at, but will not be considered votes cast on any proposal brought before, the Annual General Meeting. Generally, “broker non-votes” occur when ordinary shares held for a beneficial owner are not voted on a particular proposal because the broker has not received voting instructions from the beneficial owner and the broker does not have discretionary authority to vote the ordinary shares on a particular proposal. If a quorum is not present, the Annual General Meeting shall stand adjourned to such other day and such other time and place as the chairman of the meeting may determine and at such adjourned meeting two ~~Shareholders~~(2) shareholders present in person or by proxy and holding at least ten percent (10%) in the aggregate of the voting power of shares entitled to vote at such meeting (taking into account the ~~provisions of~~Company’s Bye-Laws 63-67) shall be a quorum. The Company shall give not less than twenty-one (21) days’ notice of any meeting adjourned through want of a quorum and such notice shall state that

two ~~Shareholders~~(2) shareholders present in person or by proxy and holding at least ten percent (10%) in the aggregate of the voting power of shares entitled to vote at such meeting (taking into account the ~~provisions of~~Company’s Bye-Laws 63-67) shall be a quorum. An adjournment will have no effect on the business that may be conducted at the adjourned meeting.

We will bear the cost of solicitation of proxies. We have engaged Innisfree M&A Incorporated to be our proxy solicitation agent. For these services, we will pay Innisfree M&A Incorporated a fee of approximately $15,000 plus reasonable expenses. Further solicitation may be made by our directors, officers and employees personally, by telephone, Internet or otherwise, but such persons will not be specifically compensated for such services. We may also make, through bankers, brokers or other persons, a solicitation of proxies of beneficial holders of the ordinary shares. Upon request, we will reimburse brokers, dealers, banks or similar entities acting as nominees for reasonable expenses incurred in forwarding copies of the proxy materials relating to the Annual General Meeting to the beneficial owners of ordinary shares which such persons hold of record.

Board of Directors of the Company

Pursuant to provisions that were in our Bye-Laws and a shareholders’ agreement by and among us and certain shareholders prior to our initial public offering in 2003, certain of our shareholders had the right to appoint or nominate and remove directors to serve on the Board. Mr. Cormack was appointed director by Candover, one of our founding shareholders. After our initial public offering, no specific shareholder has the right to appoint or nominate or remove one or more directors pursuant to an explicit provision in our Bye-Laws or otherwise.

Our Bye-Laws provide for a classified Board divided into three classes of directors with each class elected to serve a term of three years. Our incumbent Class I ~~Directors~~directors were elected at our ~~2011~~2014 annual general meeting and are scheduled to serve until our ~~2014~~2017 annual general meeting. Our incumbent Class II ~~Directors~~directors were elected at our ~~2012~~2015 annual general meeting and are scheduled to serve until our ~~2015~~2018 annual general meeting. Our incumbent Class III ~~Directors~~directors were elected at our ~~2010~~2013 annual general meeting and will be subject for ~~re-election~~(re)election at ~~this 2013~~the Annual General Meeting (with the exception of Ronald Pressman who was appointed by the Board with effect from November 17, 2011 and elected as a Class III Director at our 2012 annual general meeting, and Gordon Ireland who was appointed by the Board with effect from February 7, 2013).

Meeting.

We have provided information below about our directors, including their ages, committee positions, business experience for the past five years and the names of other companies on which they serve, or have served, ~~as director~~ for the past five years. We have also provided information regarding each director’s specific experience, qualifications, attributes and skills that led the Board to conclude that each should serve as a director.

As of February 15, ~~2013,~~2016, we had the following directors on the Board and committees:

Name
   Age    Director
Since    Audit    Compensation    Corporate
Governance
& Nominating    Investment    Risk
Class I Directors:

Christopher O’Kane
   58       2002
Heidi Hutter
   55       2002       ü       ü       Chair
John Cavoores
   55       2006                   ü
Liaquat Ahamed
   60       2007                Chair    ü
Albert Beer
   62       2011       ü    ü          ü
Class II Directors:

Julian Cusack
   62       2002                ü    ü
Glyn Jones
   60       2006                ü
Class III Directors:

Ian Cormack
   65       2003       Chair    ü          ü
Richard Bucknall
   64       2007       ü    Chair    ü
Peter O’Flinn
   60       2009       ü       Chair
Ronald Pressman
   54       2011          ü       ü
Gordon Ireland(1)
   59       2013       ü

Name

Age

Director

Since

Audit

Compensation

Corporate
Governance

& Nominating

Investment

Risk

Class I Directors:

Christopher O’Kane

2002

Heidi Hutter ⁽¹⁾

2002

Chair

John Cavoores

2006

Liaquat Ahamed

2007

Chair

Albert Beer

2011

Class II Directors:

Glyn Jones

2006

Gary Gregg

2013

Bret Pearlman

2013

Class III Directors:

Richard Bucknall

2007

Peter O’Flinn

2009

Chair

Ronald Pressman

2011

Chair

Gordon Ireland

2013

Chair

Karl Mayr

2015

Glyn Jones. With effect from May 2, 2007, Mr. Jones was appointed as ~~Chairman.~~Chairman of the Board. Mr. Jones has been a director and a member of the Investment Committee since October 30, 2006. He also ~~has~~ served as a non-executive director and Chairman of Aspen Insurance UK Limited (“Aspen U.K.”) ~~since~~between December 4, ~~2006.~~2006 and May 6, 2014 and was a member of Aspen U.K.’s audit committee between September 4, 2006 and May 6, 2014. Mr. Jones is also the ~~Senior Independent Director~~Chairman of Aldermore Group plc, chair of its corporate governance and nominating committee and a member of its compensation committee. Mr. Jones is also the Chairman of Aldermore Bank plc, Aldermore Group plc’s banking subsidiary. Between September 2012 and May 2015, Mr. Jones was the senior independent director, chair of the investment committee and audit committee member of Direct Line Insurance ~~Group.~~Group plc, a FTSE 100 company. He was also a director of UK Insurance Limited, a subsidiary of Direct Line, between October 2012 and May 2015. Mr. Jones was previously the Chairman of Hermes Fund Managers, BT Pension Scheme Management ~~Ltd~~ and Towry ~~Holdings Limited.~~Holdings. Mr. Jones was ~~most recently~~ the Chief Executive Officer of Thames River ~~Capital.~~Capital LLP from October 2005 until May 2006. From 2000 to 2004, he served as Chief Executive Officer of Gartmore Investment Management in the ~~U.K.~~United Kingdom. Prior to Gartmore, Mr. Jones was Chief Executive Officer of Coutts NatWest Group and Coutts Group, which he joined in 1997, and was responsible for strategic leadership, business performance and risk

management. In 1991, he joined Standard Chartered, later becoming the ~~General Manager~~general manager of Global Private Banking. Mr. Jones was a consulting partner with Coopers & Lybrand/Deloitte Haskins & Sells Management Consultants from 1981 to 1990.

Mr. Jones has over 2425 years of experience within the financial services sector. He is the former ~~Chief Executive Officer~~chief executive officer of a number of large, regulated, international financial services groups ~~such as Gartmore Investment Management and Coutts Natwest Group~~ and has served as chairman of the board in a number of other

financial services companies. As a result, Mr. Jones provides the Board leadership for a complex, global and regulated financial services business such as ours.

Christopher O’Kane. Mr. O’Kane has been our Chief Executive Officer and a director since June 21, 2002. He was also ~~the~~a director of Aspen U.K. between 2002 and 2014 and its Chief Executive Officer ~~of Aspen U.K.~~ until January ~~2010 (and is still~~2010. He also serves as a ~~director) and was~~director on various other boards of the Company’s subsidiaries. Mr. O’Kane served as Chairman of Aspen Bermuda Limited (“Aspen Bermuda”) until December 2006. ~~He is also on the Board of Aspen’s U.S. entities.~~ Prior to the creation of ~~Aspen Holdings,~~the Company, from November 2000 until June 2002, Mr. O’Kane served as a director of Wellington Underwriting plc and Chief Underwriting Officer of Lloyd’s Syndicate 2020 where he built his specialist knowledge in the fields of property insurance and reinsurance, together with active underwriting experience in a range of other insurance disciplines. From September 1998 until November 2000, Mr. O’Kane served as one of the underwriting partners for Syndicate 2020. Prior to joining Syndicate 2020, Mr. O’Kane served as deputy underwriter for Syndicate 51 from January 1993 to September 1998. Mr. O’Kane began his career as a Lloyd’s broker.

Mr. O’Kane has over 30 years of experience in the specialty re/insurance industry and is both a co-founder of our ~~Company’s~~Company's business and its founding Chief Executive Officer. Mr. O’Kane brings his market experience and industry knowledge to Board discussions and is also directly accountable to the Board for the day-to-day management of the Company and the implementation of its business strategy.

~~Julian Cusack, Ph.D.~~ Mr. Cusack resumed his role of Chief Risk Officer from November 1, 2012 until February 7, 2013. From February 29, 2012 until October 31, 2012, he assumed the role of acting Chief Financial Officer during the Company’s search process for a permanent Group Chief Financial Officer. Mr. Cusack was our Chief Risk Officer from January 14, 2010 until February 29, 2012. He was previously our Chief Operating Officer from May 1, 2008 to January 14, 2010, and has been a director since June 21, 2002. He was the Chief Executive Officer of Aspen Bermuda from its formation in 2002 until July 1, 2011 and was appointed Chairman of Aspen Bermuda in December 2006. Mr. Cusack was previously our Chief Financial Officer from June 21, 2002 to April 30, 2007. Mr. Cusack previously worked with Wellington where he was Managing Director of Wellington Underwriting Agencies Ltd. (“WUAL”) from 1992 to 1996, and in 1994 joined the Board of Directors of Wellington Underwriting Holdings Limited. He was Group Finance Director of Wellington Underwriting plc from 1996 to 2002. He was also a director of Parhelion Capital Limited, in which we had minority investment. Mr. Cusack was a director and audit committee member of Hardy Underwriting Bermuda Limited from December 2007 until July 2012.

Mr. Cusack has over 28 years of experience within the re/insurance industry having held a number of senior roles previously at Wellington. Mr. Cusack, a qualified accountant, is also a co-founder of our Company. Mr. Cusack is Chairman of Aspen Bermuda and has responsibility for strategic projects. Mr. Cusack was our Chief Risk Officer until February 7, 2013 and was previously Chair of our Reserve Committee (a management committee) until January 2011. Accordingly, he provides the Board with valuable input on the Company’s risk framework, risk tolerances and risk mitigation efforts, as well as providing an insight on our reserving practices.

Liaquat Ahamed. Mr. Ahamed has been a director of the Company since October 31, 2007. Mr. Ahamed has a background in investment management with leadership roles that include heading the World Bank’s investment division. From 2004, Mr. Ahamed has been an adviser to the Rock Creek Group, an investment firm based in Washington D.C. From 2001 to 2004, Mr. Ahamed was the Chief Executive Officer of Fischer Francis Trees & Watts, Inc., a subsidiary of BNP Paribas specializing in institutional single and multi-currency fixed income investment portfolios. Mr. Ahamed ishas been a director of the Rohatyn Group and related series of funds since 2005 and a member of the Board of Trustees at the Brookings Institution and ~~a member of the Board of Trustees of~~ the Putnam ~~Funds.~~Funds since 2012.

Mr. Ahamed has over 2830 years of experience in investment management and ~~has~~ previously served as ~~a Chief Investment Officer~~the chief investment officer and Chief Executive Officer of Fischer Francis Trees & Watts, Inc.~~, an international fixed income business. Currently, Mr. Ahamed is a director of the Rohatyn Group and a member of the Board of Trustees of the Putnam Funds.~~ Mr. Ahamed’s investment management experience provides the Board with experience to oversee the Company’s investment decisions, strategies and investment risk appetite. As a result, ~~of this,~~ Mr. Ahamed also serves as ~~the~~ Chair of the Investment Committee and is a member of the Risk Committee.

Albert J. Beer. Mr. Beer has been a director of the Company since February 4, ~~2011.~~2011 and a director of Aspen Bermuda since July 23, 2014. Since 2006, Mr. Beer has been the Michael J Kevany/XL Professor of Insurance and Actuarial Science at St John’s University School of Risk Management. From 1992 to 2006, Mr. Beer held various senior executive positions at American Re-Insurance Corporation (Munich Re America). Previously, from 1989 to 1992, Mr. Beer held various positions at Skandia America Reinsurance Corporation, including that of Chief Actuary. He also has been a board member of United Educators Insurance Company since 2006, having served as Vice-Chair from 2009 to 2013. Since 2009, Mr. Beer has been a Trustee Emeritus for the Actuarial Foundation, having served as a board member from 2006 until 2009. In 2013, Mr. Beer was elected as a member of the Board of the American Academy of Actuaries, having previously served on such board from 1992 until 1994 and from 1996 until 1999. Mr. Beer was a member of the Actuarial Standards Board, which promulgates standards for the actuarial profession in the United States, ~~since~~from 2007 to 2012 and was its Chair from 2010 to 2011. ~~He is also the Vice-Chair of United Educators Insurance Company since 2006.~~ Mr. Beer previously served as a member of the Board of the Casualty Actuarial ~~Society, American Academy of Actuaries and the Actuarial Foundation, where he has been a trustee emeritus since 2009.~~Society.

Mr. Beer has over 30 years of actuarial experience in the insurance industry. Mr. Beer’s roles at American Re-Insurance Corporation included the active supervision of principal financial and accounting officers. In addition, Mr. Beer has extensive experience in reserving matters, which constitute the principal subjective assessments within the Company’s accounts. As a result, Mr. Beer ~~also~~ serves as a designated financial expert on the Company’s Audit Committee and is a member of the Risk Committee.

Richard Bucknall. Mr. Bucknall has been a director of the Company since July 25, 2007, a director of Aspen U.K. since January 14, 2008 and a director of Aspen Managing Agency Limited (“AMAL”) since February 28, 2008. Mr. Bucknall previously served as Chairman of the Compensation Committee of the Board (the “Compensation Committee”) between July 2007 and March 2015. Mr. Bucknall retired from Willis Group Holdings Limited where he was Vice Chairman from February 2004 to March 2007 and Group Chief Operating Officer from January 2001 to December 2006. While at Willis, Mr. Bucknall served as director on various ~~Boards~~boards within the Willis Group. He was also previously Chairman/Chief Executive Officer of Willis Limited from May 1999 to March 2007. Mr. Bucknall is currently the non-executive Chairman of FIM Services Limited and the non-executive Chairman of the XIS Group ~~(Ins-Sure~~(comprised of Ins-Sure Holdings Limited, Ins-Sure Services Limited, London Processing Centre Ltd and LSPO Limited)~~. On December 11, 2012~~ where he ~~was appointed Chairman~~is also a member of the audit committee. Mr. Bucknall is also currently a director of Tokio Marine Kiln Insurance Limited (formerly Tokio Marine Europe Insurance ~~Limited~~Limited), having previously served as chairman from December 2012 until February 2016 and as a ~~non-executive~~ director since ~~2010.~~2010, where he is also a member of the audit and risk committees. Effective February 2016, Mr. Bucknall ~~was~~ also ~~previously~~serves as a director of ~~Kron AS until 2009. He~~Tokio Marine Kiln Syndicates Limited. Mr. Bucknall is a ~~Fellow~~fellow of the Chartered Insurance Institute.

Mr. Bucknall has over 40 years of experience within the re/insurance broking industry and latterly served as Group Chief Operating Officer of the Willis Group. Since our revenues are primarily derived from brokers as distribution channels, Mr. Bucknall’s

background in the insurance broking industry provides the Board with an experienced perspective on broking relationships and their ability to impact our trading operations. Given his broad background across a number of operational disciplines, Mr. Bucknall ~~serves as~~is a member of the ~~Chair of our Compensation Committee.~~

Audit, Risk and Corporate Governance and Nominating Committees.

John Cavoores. Mr. Cavoores has been a director of the Company since October 30, 2006. From October 5, 2010 through December 31, 2011, Mr. Cavoores was also the Co-Chief Executive Officer of Aspen Insurance, focusing on Aspen Insurance’s casualty and professional lines and U.S. property ~~businesses. Mr. Cavoores~~businesses, where he had executive oversight for Aspen Insurance’s U.S. platform. From January 1, 2012, Mr. Cavoores ~~re-assumed~~continued his role as a non-executive director of the Company. ~~Mr. Cavoores was previously an advisor to Blackstone (from~~From September 2006 until March ~~15, 2010).~~2010, Mr. Cavoores was an advisor to Blackstone. During 2006, Mr. Cavoores was a Managing Director of Century Capital, a Boston-based private equity firm. From 2003 to 2005, Mr. Cavoores ~~previously~~ served as President and Chief Executive Officer of OneBeacon Insurance Company, a subsidiary of the White Mountains Insurance ~~Group, from 2003 to 2005.~~Group. He was employed with OneBeacon from 2001 to 2005. Among his other positions, Mr. Cavoores was President of National Union Insurance Company, a subsidiary of AIG, Inc. He spent 19 years at Chubb Insurance Group, where he served as Chief Underwriting Officer, Executive Vice President and Managing Director of overseas

operations, based in London. Mr. Cavoores has been the Chairman of Guidewire Software, Inc. since June 2015 and a director since December 2012. Mr. Cavoores has also been a director of Cunningham Lindsey, Inc. since October 2014. Mr. Cavoores previously served as a director of ~~Cyrus Reinsurance Holdings and~~ Alliant Insurance Holdings. ~~Mr. Cavoores is a current director of Guidewire Software, Inc.~~

Mr. Cavoores has over 30 years of experience within the insurance industry having, among other positions, formerly served as President and Chief Executive Officer of OneBeacon ~~Insurance, a subsidiary of White Mountains.~~Insurance. As a result, Mr. Cavoores provides the Board with broad ranging business experience, with particular focus on insurance matters and strategies within the United ~~States.~~

States, and is a member of the Risk Committee.

~~Ian Cormack.~~Gary Gregg. Mr. ~~Cormack~~Gregg has been a director of the Company since ~~September 22, 2003 and has served also~~April 24, 2013. From May 2013 to 2015, Mr. Gregg was an advisor to Ortelius Ventures LLC. From 2011 to 2013, Mr. Gregg was engaged as a ~~non-executive director~~private consultant on a number of ~~Aspen U.K. since 2003.~~insurance and non-insurance related business purchase transactions. Prior to this, Mr. Gregg held various senior positions at Liberty Mutual Group from 1989 to 2011. From ~~2000~~2005 to ~~2002,~~2011, Mr. Gregg served as President of Liberty Mutual Agency Corporation, one of Liberty Mutual Group’s four major business units. Prior to this, he ~~was Chief Executive Officer~~served as President of ~~AIG Inc.’s insurance financial services and asset management division in Europe. From 1997 to 2000, he was Chairman of Citibank International plc and Co-Head~~Commercial Markets, another of the ~~Global Financial Institutions Client~~four major business units within Liberty Mutual Group from 1999 to 2005. Before joining Liberty Mutual Group, Mr. Gregg was a partner at ~~Citigroup. He was~~KPMG Peat Marwick LLP from 1988 to 1989, where he also ~~Country Head~~held various positions of ~~Citicorp in the United Kingdom~~increasing responsibility from ~~1992~~1979 to ~~1996.~~1988. Mr. ~~Cormack~~Gregg is ~~also~~currently a director of Phoenix Group Holdings Ltd (previously Pearl Group Ltd.), Phoenix Life Holdings Ltd Bloomsbury Publishing Plc, National Angels Ltd, Arria LNG Limited and Xchanging plc. Mr. Cormack is also a non-executive chairman and audit committee member of ~~Maven Income and Growth VCT 4 plc and~~the executive committee, the chairman of ~~Entertaining Finance Ltd. He~~the finance committee, and the vice-chairman of the nominating Committee of the Board of Trustees of the Museum of Science in Boston, Massachusetts, having previously served ~~as Chairman of CHAPS, the high value clearing system in the United Kingdom,~~ as a member of the ~~Board~~board of ~~Directors~~governors. Mr. Gregg also serves as a trustee, member of ~~Clearstream (Luxembourg), Bank Training~~the audit committee and ~~Development Ltd, Klipmart Corp, Carbon Reductions Ltd, deputy~~ chairman of ~~Qatar Insurance Services Ltd (trading as ‘Qatarlyst’) and~~the development committee at the Stimson Center. Mr. Gregg previously served as a member of ~~Millennium Associates AG’s Global Advisory Board. He was~~the academic affairs committee and the dean’s executive council of the D’Amore School of Business at Northeastern University until 2015.

Mr. Gregg has over 25 years of experience within the insurance industry, with expertise in the U.S. property and casualty market. Mr. Gregg also previously a non-executive director of MphasiS BFL Ltd. (India), Europe Arab Bank Ltd., Pearl Assurance, London Life Assurance, National Provident Insurance, National Provident Life and Qatar Financial Centre Authority. He washas relevant entrepreneurial experience in running insurance companies through his various positions held at Liberty Mutual Group. Given his extensive operational background, Mr. Gregg also serves as a member of the ~~U.K. Chancellor’s City Advisory Panel from 1993 to 1998.~~

~~Mr. Cormack has over 40 years of broad ranging international experience in both the banking~~Audit, Compensation and insurance sectors having held senior roles at both Citigroup and AIG Inc. Mr. Cormack also serves on the boards of a number of internationally focused companies and brings his broad ranging global experience to Board debate. Given his wide ranging experience, Mr. Cormack also serves as Chair of our Audit Committee.

Risk Committees.

Heidi Hutter. Ms. Hutter has been a director of the Company since June 21, 2002 and Lead Independent Director since October 29, 2014. She has served as a non-executive director of Aspen U.K. since ~~June 2002. On February 28, 2008, Ms. Hutter was appointed~~August 6, 2002 and as a director and Chair of ~~AMAL.~~AMAL, the managing agent of our Lloyd’s Syndicate 4711, since February 28, 2008. She has served as Chief Executive Officer of Black Diamond Group, LLC since 2001 and Manager of Black Diamond Capital Partners since 2005. Ms. Hutter began her career in 1979 with Swiss Reinsurance Company in New York where she specialized in the then new field of finite reinsurance. From 1993 to 1995, she was Project Director for the Equitas Project at Lloyd’s which became the largest run-off reinsurer in the world. From 1996 to 1999, she served as Chief Executive Officer of Swiss Re America and was a member of the Executive Board of Swiss Re in Zurich. ~~She was~~Ms. Hutter is director of Shenandoah Life Insurance Company, a director of SBLI USA Life Insurance Company, Inc. and a director and Chair of the Audit Committee of Prosperity Life Insurance Group LLC (Shenandoah’s and SBLI’s holding company). Ms. Hutter previously served as a director and Chair of the audit committee of AmeriLife Group LLC and as a director of Aquila, Inc., Smart Insurance Company (formerly United Prosperity Life Insurance Company) and Talbot Underwriting and related corporate entities. ~~Ms. Hutter currently serves as a director and Chairman of the Audit Committee of AmeriLife Group LLC and Shenandoah Life Insurance Company.~~

Ms. Hutter is a qualified actuary with over 3035 years of experience within the re/insurance industry. Ms. Hutter is a recognized industry leader with relevant experience both in the ~~U.S.~~United States and internationally. Ms. Hutter has particular insurance experience ~~of insurance~~ at Lloyd’s ~~having~~as she served as Project Director for the Equitas Project at Lloyd’s from 1993 to 1995, and having previously served on the ~~Board~~board of Talbot Underwriting Ltd. (corporate member and managing agent of Lloyd’s syndicate) from 2002 to 2007. As a result of her experience, Ms. Hutter provides the Board with insight on numerous matters relevant to insurance practice. Ms. Hutter also serves as Chair of ~~AMAL,~~ the ~~managing agency of our Lloyd’s Syndicate 4711~~Risk Committee and as ~~Chair~~a member of ~~our Risk Committee.~~

the Audit and Corporate Governance and Nominating Committees.

Gordon Ireland. Mr. Ireland has been a director of the Company since February 7, 2013. He worked at PricewaterhouseCoopers and its predecessor firms for 36 years until 2010 where he was ~~for nine years~~ a member of the U.K. Firms’ Supervisory Board for nine years, serving at various times as Chairman of the Senior Management Remuneration

Committee and ~~deputy~~Deputy Chairman of the Supervisory Board

and was, for a number of years, Chairman of the PricewaterhouseCoopers’ partner admissions panel. Mr. Ireland was Chairman of the PricewaterhouseCoopers’ Global International Insurance Accounting Group. Mr. Ireland ~~also~~ represented PricewaterhouseCoopers on The Institute of Chartered Accountants in England and Wales (“ICAEW”) Accounting sub-Committee. Mr. Ireland has also represented the ICAEW on the Federation des Experts Comptables European equivalent committee and was a member of the European Financial Reporting Advisory Group Financial Instruments Working Group. ~~Since July 2010,~~As of May 27, 2015, Mr. Ireland has been ~~Director~~a director of Iccaria Insurance ICC Ltd, a subsidiary of Arthur J. Gallagher & Co. that focuses on longevity swaps for pension funds. Mr. Ireland has also been a director of Yorkshire Building Society Group since September 2015. Mr. Ireland served as a director of Global Insurance Company Limited between March 2011 and December 2014. From July 2010 until June 2015, Mr. Ireland was a director of L&F Holdings Limited and Chief Executive of L&F Indemnity Limited, the professional indemnity captive insurance group which serves the PricewaterhouseCoopers network.

He also served as a director of Lifeguard Insurance (Dublin) Limited, Catamount Indemnity Limited and Professional Asset Indemnity Limited from July 2010 to June 2015.

Mr. Ireland has over 35 years of experience within the financial services sector having worked at PricewaterhouseCoopers. As a result of his audit-led exposure to the London Market and general insurance and reinsurance markets throughout his career, Mr. Ireland provides strong insurance audit skills and technical accountancy expertise to our Board.

As a result, he serves as Chair of the Audit Committee, on which he is also a designated financial expert, and as a member of the Risk Committee.

Karl Mayr. Mr. Mayr has been a director of the Company since December 2, 2015. Mr. Mayr has also served as a director of Aspen U.K. and a member of its Risk Committee since June 2015. Mr. Mayr has served as a Director of Würzburger Versicherungs-AG since 2004. Mr. Mayr worked at Axis Re Europe and Axis Reinsurance from 2003 to 2014 where his most recent roles were as Vice Chairman of Axis Reinsurance and President and Chief Executive Officer of Axis Re Europe. Prior to this, Mr. Mayr was at GE Frankona Reinsurance Company.

Mr. Mayr has over 30 years of experience in the reinsurance sector, primarily in Europe, across a number of product lines in both an underwriting capacity and in managerial roles. As a result of his experience, Mr. Mayr also serves as a member of the Risk Committee.

Peter O’Flinn. Mr. O’Flinn has been a director of the Company since April 29, ~~2009.~~2009 and a director of Aspen Bermuda since February 16, 2010. From 1999 to 2003, Mr. O’Flinn was Co-Chairman of LeBoeuf, Lamb, Greene & MacRae. He ~~currently serves~~previously served as a director and audit committee member of Sun Life Insurance and Annuity Company of New York from 1998 until August 2013, and of Euler ACI Holdings, Inc. ~~From 1999 to 2003, Mr. O’Flinn was Co-Chair of LeBoeuf, Lamb, Greene and MacRae.~~from 1998 until December 2013.

Mr. O’Flinn is a qualified lawyer with over 25 years of private practice experience. Mr. O’Flinn is a corporate lawyer and former Co-Chairman of LeBoeuf, Lamb, Greene & MacRae, as well as former ~~Chair~~chair of their ~~Corporate Practice~~corporate practice, and has extensive experience on legal matters relevant to both the re/insurance industry and public company legal matters generally. Mr. O’Flinn provides the Board with input on corporate initiatives and regulatory and governance matters. As a result of his experience, Mr. O’Flinn serves as the Chair of ~~our~~the Corporate Governance and Nominating Committee and as a member of the Audit Committee.

Bret Pearlman. Mr. Pearlman has been a director of the Company since July 24, 2013. Since 2004, Mr. Pearlman has been a Managing Director of Elevation Partners, where he is also a Co-Founder. In October 2014, Mr. Pearlman also became a Manager of HRS 1776 Partners. Previously, Mr. Pearlman worked for The Blackstone Group where he served as a Senior Managing Director from 2000 to 2004 and held various roles from 1989 to 2000. Mr. Pearlman was a board member of Forbes Media LLC from 2009 to 2014. He joined the board of CHM Holdings LLC in 2015. Mr. Pearlman continues to serve on the board of the Youth Renewal Fund Charity and the Jericho Athletic Association charity.

Mr. Pearlman has over 25 years of experience within private equity, providing a strong understanding of performance management, business models, corporate finance and capital management. His current role as Managing Director at Elevation Partners provides significant experience of the digital world and technology. As a result of his experience, Mr. Pearlman also serves as a member of the Compensation and Investment Committees.

Ronald Pressman. Mr. Pressman ~~was appointed to our Board on~~has been a director of the Company since November 17, 2011. ~~Effective January 30, 2012,~~ Mr. Pressman was appointed as Executive Vice President and Chief Executive Officer of TIAA Institutional Financial Services in September 2015, having previously served as Chief Operating Officer of ~~TIAA-CREF.~~TIAA from January 2012 until September 2015. Previously, he worked at General Electric ~~(GE)~~(“GE”) Corporation for 31 years, where he was most recently President and Chief Executive Officer of GE Capital Real Estate from 2007 until 2011. From 2000 to 2007, Mr. Pressman also served as President and Chief Executive Officer of GE Asset Management and as Chairman, ~~and~~ Chief Executive Officer and President of Employers Reinsurance. Earlier in his career, Mr. Pressman led ~~GE’s~~GE energy businesses in Europe, the Middle East, Africa, Southwest Asia and the United States. Mr. Pressman previously served as a member of the board of New York Life Insurance ~~Company.~~Company from November 2011 until January 2012. He currently serves as Chairman of the national board of A Better Chance, a non-profit organization which provides leadership development opportunities for children of color in the United States. He is also a director of Pathways to College, a non-profit organization that prepares young people from deprived communities for college. Mr. Pressman is also a charter trustee of Hamilton College.

Mr. Pressman has over 30 years of experience within the financial services sector, in particular real estate, asset management and reinsurance, having worked at GE for over 30 years and ~~currently serving~~served as Chief Operating Officer of ~~TIAA-CREF.~~TIAA until his appointment as Executive Vice President and Chief Executive Officer of TIAA Institutional Financial Services in September 2015. With his varied experience across such sectors and having held senior positions, Mr. Pressman provides further insight on a wide-range of matters including operations, insurance industry and investment management expertise.

As a result of his experience, Mr. Pressman also serves as Chair of the Compensation Committee and as a member of the Investment Committee.

Review and Approval of Transactions with Related ~~Transactions~~

Persons

The review and approval of any direct or indirect transactions between ~~Aspen~~the Company and ~~related persons~~“related persons” (directors, executive officers or any of their immediate family members) is governed by ~~the Company’s~~our Code of Business Conduct and Ethics, which provides guidelines for any transaction which may create a conflict of interest between us and our employees, officers or directors and members of their immediate family. Pursuant to ~~the~~our Code of Business Conduct and Ethics, we will review personal benefits received, personal financial interest in a transaction and certain business relationships in evaluating whether a conflict of interest exists. The Audit Committee is responsible for applying the Company’s conflict of interest policy and approving certain individual transactions.

On January 22, 2010, we entered into a sale and purchase agreement to purchase APJ Continuation Limited (“APJ”) and its subsidiaries for an aggregate consideration of $4.8 million. The business writes a specialist book of Kidnap and Ransom (“K&R”) insurance which complements our existing credit, political and terrorism line of business. Mr. Villers, one of our executive officers, was a director of APJ until 2010 and was a 30% shareholder of APJ.

Director Independence

Under the NYSE Corporate Governance Standards applicable to U.S. domestic issuers, a majority of the Board ~~(and~~and each member of the Audit, Compensation and ~~Nominating and~~ Corporate Governance ~~Committees)~~and Nominating Committees must be independent. The Board may determine a director to be independent if the director has no disqualifying relationship as enumerated in the NYSE Corporate Governance Standards and if the Board has affirmatively determined that the director has no direct or indirect material relationship with the Company. Independence determinations are made on an annual basis at the time the Board approves director nominees for inclusion in the annual proxy statement and ifon an ad hoc basis when a director joins the Board between annual ~~meetings, at such time.~~

general meetings.

The Board reviews various transactions, relationships and arrangements of individual directors in determining whether they are independent. The Board considered Mr. Ahamed’s position as (i) advisor to the Rock Creek Group, ~~and as~~(ii) director of ~~the~~ Rohatyn Group and related series of funds, (iii) member of the Board of Trustees of Putnam ~~Funds.~~Funds, (iv) member of the Board of Trustees of the Brookings Institution and (v) his various roles with non-profit organizations. With respect to Mr. Beer, the Board considered his position as ~~chair of the Actuarial Standards Board and as vice-chair, and chair of the compensation committee,~~(i) director of United Educators Insurance Company, ~~as well as his position as~~(ii) professor at St. John’s ~~University.~~University School of Risk Management, (iii) member of the Board of the American Academy of Actuaries and (iv) trustee emeritus for the Actuarial Foundation. With respect to Mr. Bucknall, the Board considered his position as ~~non-executive director~~(i) chairman, and member of the audit and risk committees, of Tokio Marine Kiln Insurance Limited (formerly Tokio Marine Europe Insurance Limited), (ii) non-executive chairman of FIM Services Limited, ~~as well as his roles within~~(iii) non-executive chairman, and audit committee member, of the XIS ~~Group.~~Group (Ins-Sure Holdings Limited, Ins-Sure Services Limited, London Processing Centre Ltd and LSPO Limited) and (iv) a fellow of the Chartered Insurance Institute. The Board considered Mr. Cavoores’ position as chairman of Guidewire Software, Inc. and as a director of Cunningham Lindsey Inc. With respect to Mr. ~~Cormack,~~Gregg, the Board considered his position as non-executive director of Phoenix Group Holdings Ltd. (formerly Pearl Group Ltd.), Phoenix Life Holdings Ltd, Bloomsbury Publishing Plc, National Angels Ltd, Arria LNG Ltd. and Xchanging plc. The Board also considered Mr. Cormack’s positions as chair of Entertaining Finance Ltd. and Maven Income and Growth VCT 4 plc.various roles with non-profit organizations. With respect to Ms. Hutter, the Board considered her ~~position~~positions as (i) non-executive director, and audit committee chair, of AmeriLife Group LLC, ~~Smart Insurance Company (formerly United Prosperity Life Insurance Company)~~(ii) non-executive director, and audit committee chair, of Shenandoah Life Insurance ~~Company. The Board also considered Ms. Hutter’s position as Chief Executive Officer~~Company, (iii) chief executive officer of Black Diamond Group LLC, as(iv) manager of Black Diamond Capital Partners, (v) director of Prosperity Life Insurance Group, LLC, (vi) director of SBLI USA Life Insurance Company, Inc. and as(vii) member of the Board of Overseers for St. John’s University. With ~~regards~~respect to Mr. Ireland, the Board considered his position as (i) director of Iccaria Insurance ICC Ltd and (ii) director of Yorkshire Building Society Group. With respect to Mr. Mayr, the Board considered his position as director of Würzburger Versicherungs - AG. With respect to Mr. O’Flinn, the Board considered his ~~role as non-executive director of Sun Life Insurance and Annuity Company and Euler ACI Holdings, Inc. The Board considered~~various roles with non-profit organizations. With respect to Mr. ~~Pressman’s role as Chief Operating Officer of TIAA-CREF. In addition,~~Pearlman, the Board considered ~~Mr. Ireland’s~~his position as ~~Chief Executive~~(i) managing director of Elevation Partners, (ii) manager of HRS 1776 Partners, (iii) director of CHM Holdings LLC and ~~Director~~(iv) his various roles with non-profit organizations. With respect to Mr. Pressman, the Board considered his role as executive vice president and chief executive officer of ~~L&F Holdings Limited, the professional indemnity captive insurance company which serves the PricewaterhouseCoopers network.~~

TIAA Institutional Financial Services and his various roles with non-profit organizations.

The Board ~~has~~ made the determination that Messrs. Ahamed, Beer, Bucknall, ~~Cormack,~~Cavoores, Gregg, Ireland, Mayr, O’Flinn, Pearlman and Pressman and Ms. Hutter are independent and have no material relationships with the Company.

As stated above, the NYSE Corporate Governance Standards require that all members of the Audit, Compensation and Corporate Governance and Nominating Committees must be independent. The Board ~~has~~ determined that, and as of the date of this Proxy Statement, the Company’s Audit, ~~Committee is~~Compensation and Corporate Governance and Nominating Committees are comprised entirely of independent directors in accordance with the NYSE Corporate Governance Standards. The NYSE Corporate Governance Standards require that all members of compensation committees and nominating and corporate governance committees be independent. As of the date of this report, all members of the Compensation Committee and all members of the Corporate Governance and Nominating Committee are independent.

Committees of the Board of Directors

As of February 15, 2016, we had the following committees of the Board:

Audit Committee: Messrs. ~~Cormack,~~Ireland, Beer, Bucknall, ~~Ireland,~~Gregg, O’Flinn and Ms. Hutter. The Audit Committee has general responsibility for the oversight and supervision of our accounting, reporting and financial control practices. ~~The~~Among other things, the Audit Committee annually reviews the qualifications of the independent auditors, makes recommendations to the Board as to their

selection and reviews the plan, fees and results of their audit. Mr. ~~Cormack~~Ireland is the Chairman of the Audit Committee. The Board determined that Messrs. Beer and Ireland each qualify as an “audit committee financial expert” pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The Audit Committee held four meetings during 2012. The Board considers Mr. Beer to be an “audit committee financial expert” as defined in the applicable regulations. Effective February 7, 2013, Mr. Ireland was appointed to the Audit Committee.

2015.

Compensation Committee: Messrs. ~~Bucknall, Beer, Cormack~~Gregg, Pearlman and Pressman. The Compensation Committee oversees our compensation and benefit policies and programs, including administration of our annual bonus ~~awards~~pool funding and long-term incentive plans. ItAmong other things, the Compensation Committee determines the compensation of the Chief Executive Officer, executive directors and key employees. Mr. ~~Bucknall~~Pressman is the Chairman of the Compensation Committee. The Compensation Committee held ~~four~~five meetings during ~~2012.~~2015.

Investment Committee: Messrs. Ahamed, Jones, ~~Cusack~~Pearlman and Pressman. The Investment Committee is an advisory committee to the Board which, among other things, formulates our investment policy and oversees all of our significant investing activities. Mr. Ahamed is the Chairman of the Investment Committee. The Investment Committee held four meetings during ~~2012.~~2015.

Corporate Governance and Nominating Committee: Messrs. ~~Bucknall~~O’ Flinn and ~~O’Flinn~~Bucknall and Ms. Hutter. The Corporate Governance and Nominating Committee establishes, among other things, ~~establishes~~ the Board’s criteria for selecting new directors and oversees the evaluation of the ~~Board and management.~~Board. Mr. O’Flinn is the Chairman of the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee held four meetings during ~~2012.~~2015.

Risk Committee: Ms. Hutter, Messrs. Ahamed, Beer, Bucknall, Cavoores, ~~Cormack~~Gregg, Ireland and ~~Cusack. The~~Mayr. Among other things, the Risk ~~Committee’s responsibilities include the establishment of~~Committee is responsible for establishing our risk management strategy, ~~approval of~~approving our risk management framework, methodologies and policies, and ~~review of~~reviewing our approach for determining and measuring our risk tolerances. Ms. Hutter is the Chair of the Risk Committee. The Risk Committee held ~~four~~five meetings during ~~2012.~~2015.

~~The~~

In addition, the Board may, ~~also,~~ from time to time, implement ad hoc committees for specific purposes.

No ad hoc committees were established or held during 2015.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2015, no member of the Compensation Committee served as an officer or employee of the Company or any of its subsidiaries and none of our executive officers served as a member of the Compensation Committee or as a director of another entity, one of whose executive officers served on our Compensation Committee or as one of our directors.

Leadership Structure

We have separate Chief Executive Officer and Chairman positions in the Company. ~~We believe that while the~~The Chief Executive Officer is responsible for the day-to-day management of the ~~Company, the~~Company. The Chairman, who is not an employee of the Company ~~and who is not~~or part of the Company’s management, provides the appropriate leadership role for the Board and is able to effectively facilitate the contribution of non-executive directors and constructive interaction between management (including executive directors) and the non-executive directors in assessing the Company’s performance, strategies and means of achieving them. As part of his leadership role, the Chairman is responsible for the Board’s effectiveness and sets the Board’s agenda in conjunction with the Chief Executive Officer.

Under the scope of his role as Chairman, Mr. Jones is more involved in the management of the Company than an independent director would be under U.S. practice and rules; however, his role and compensation under practices in other jurisdictions, such as in the ~~U.K.~~United Kingdom, would not compromise his independence. The more specific chairman duties identified in ~~his~~Mr. Jones’ appointment letter result in greater time allocated for the operations of the Company than the other non-executive directors.

In addition, under the scope of her role as the Company’s Lead Independent Director, Ms. Hutter has the following additional responsibilities:

•coordinating and moderating executive sessions of the Board’s independent directors not less than once annually;

•working closely with the Chairman and providing support in relation to the Board’s operations and governance processes;

•acting as the principal liaison between the independent directors and the Chairman and the Chief Executive Officer;

•being available to the shareholders to address any concerns or issues; and

Role in Risk Oversight

Risk Governance.

In this section, we provide a summary of our ~~Risk Governance~~risk governance arrangements and ~~our~~ current ~~Risk Management Strategy.~~risk management strategy. We also provide more detail on the management of core underwriting and market risks and on our ~~Internal Model.~~internal model. The ~~Internal Model~~internal model is an economic capital model which has been developed internally for use in certain business ~~decision making~~decision-making processes, the assessment of ~~risk based~~risk-based capital requirements and for various regulatory purposes.

~~Risk Governance~~

Board of Directors. The Board considers effective identification, measurement, monitoring, management and reporting of the risks facing our business to be key elements of its responsibilities and those of the Group

Chief Executive Officer and management. Matters relating to risk management that are reserved to the Board include approval of the internal controls and risk management framework and any changes to the Group’s risk appetite ~~statement.~~statement and key risk limits. The Board also receives reports at each scheduled meeting from the Group Chief Risk Officer and the Chairman of the Risk Committee ~~and~~as well as training in risk management processes including the design, operation, use and limitations of the ~~Internal Model.~~internal model. As a result of these arrangements and processes, the Board, assisted by management and ~~its~~the Board Committees, is able to exercise effective oversight of the operation of the risk management strategy described in “Risk Management Strategy” below.

Board Committees. The Board delegates oversight of the management of certain key risks to its Risk, Audit and Investment Committees. Each of the committees is chaired by an independent director of the Company who also reports to the Board on the committees’ discussions and matters arising.

Risk Committee: The purpose of this committee is to assist the Board in its oversight duties in respect of the management of risk, including:

Audit Committee: This committee is primarily responsible for assisting the Board in its oversight of the integrity of the financial statements. It is also responsible for reviewing the adequacy and effectiveness of the Company’s internal controls and receives regular reports from both internal and external audit in this regard.

Investment Committee: This committee is primarily responsible for ~~among other things,~~ setting and monitoring the Group’s investment risk and asset allocation policies and ensuring that the Chairman of the Risk Committee is kept informed of such matters.

Management Committees. The ~~group~~Group also has a number of executive management committees which have oversight of certain risk management ~~processes.~~processes including the following:

Group Executive Committee: This is the main executive committee responsible for advising the Group Chief Executive Officer on matters relating to the strategy and conduct of the ~~business of the Group.~~Group’s business.

Capital ~~Allocation Group:~~and Risk Principles Committee: The primary purpose of the Capital ~~Allocation Group~~and Risk Principles Committee is to assist the Group Chief Executive Officer and the Group Chief Risk Officer in their oversight duties in respect of the design and operation of the Group’s risk management ~~systems of the Aspen Group.~~systems. In particular, it has specific responsibilities in relation to the ~~Internal Model~~internal model and for the establishment of risk limits for accumulating ~~insurance exposures.~~underwriting exposures and monitoring solvency and liquidity requirements.

Reserve Committee: This committee is responsible for managing reserving risk and making recommendations to ~~executive management~~the Group Chief Executive Officer and the Group Chief Financial Officer relating to the appropriate level of reserves to include in the Group’s financial statements.

Underwriting Committee: The purpose of this committee is to assist the Group Chief Executive Officer in his oversight duties in respect of the management and control of underwriting risk, including oversight of the independent review of the quality of each team’s underwriting.

Reinsurance Credit Committee: The purpose of this committee is to seek to minimize credit risks arising from insurance and reinsurance counterparties by the assessment and monitoring of collateralized reinsurance arrangements, direct cedants, intermediaries and reinsurers.

Group Chief Risk Officer. Our Group Chief Risk Officer, ~~Stephen Postlewhite,~~Richard Thornton, is a member of the Group Executive Committee. His role includes providing the Board and the Risk Committee with reports and advice on risk management issues.

Risk Management Strategy

We operate an integrated enterprise-wide risk management strategy designed to deliver shareholder value in a sustainable and efficient manner while providing a high level of policyholder protection. The execution of our integrated risk management strategy is based on:

Risk Appetite Statement. The ~~Risk Appetite Statement~~risk appetite statement is a central component of the Group’s overall risk management framework and is approved by the Board. It sets out, at a high level, how we think about risk in the context of our business model, ~~group~~Group objectives and strategy. It sets out boundary conditions and limits for the level of risk we assume, together with a statement of ~~what~~the reward we aim to receive for this level of risk.

Our risk appetite statement comprises the following components:

•

Risk preferences: a high level description of the types of risks we prefer to assume and those we prefer to minimize or avoid;

Return objective: the levels of return on capital we seek to achieve, subject to our risk constraints;

Volatility constraint: a target limit on earnings volatility; and

Capital constraint: a minimum level of risk adjusted capital.

~~Risk preferences:~~ ~~a high level description of the types of risks we prefer to assume and to avoid;~~

•

~~Return objective:~~ ~~the levels of return on capital we seek to achieve, subject to our risk constraints;~~

•

~~Volatility constraint:~~ ~~a target limit on earnings volatility; and~~

•

~~Capital constraint:~~ ~~a minimum level of risk adjusted capital.~~

Risk Components. The main types of risks that we face ~~are:~~are summarized as follows:

Insurance risk: The risk that underwriting results vary from their expected amounts, including the risk that reserves established in respect of prior periods are understated.

Market risk: The risk of variation in the income generated by, and the fair value of, our investment portfolio, cash and cash equivalents and derivative contracts including the effect of changes in foreign currency exchange rates.

Credit risk: The risk of diminution in the value of insurance receivables as a result of counter-party default. This principally comprises default and concentration risks relating to amounts receivable from intermediaries, policyholders and reinsurers. We include credit risks related to our investment portfolio under market risk. We include credit risks related to insurance contracts (e.g. credit and political risk policies) under insurance risk.

Liquidity risk: The risks of failing to maintain sufficient liquid financial resources to meet liabilities as they fall due or to provide collateral as required for commercial or regulatory purposes.

Operational risk: The risk of loss resulting from inadequate or failed internal processes, personnel or systems, or from external events.

Strategic risk: The risk of adverse impact on shareholder value or income and capital of adverse business decisions, poor execution or failure to respond to market changes.

Emerging risk: The risk that ~~risk~~ events or issues not previously identified ~~emerge and~~or fully understood impact the operations or financial results of the Group.

We ~~classify~~divide risks into “core” and “non-core” risks. Core risks comprise those risks which are inherent in the operation of our business, including insurance ~~risk~~risks in respect of our underwriting operations and market ~~risk as~~and liquidity risks in respect of our investment activity. We intentionally expose the Company to core risks ~~meaning that they are risks we intend to take~~ with a view to ~~making a return for shareholders as a consequence. Other~~generating shareholder value but seek to

manage the resulting volatility in our earnings and financial condition within the limits defined by our risk appetite. However, these core risks are ~~designated~~intrinsically difficult to measure and manage and we may not, therefore, be successful in this respect. All other risks, including regulatory and operational risks, are classified as ~~‘non-core’ and our strategy for them is to~~non-core. We seek, ~~to reduce exposures~~ to the extent ~~that is~~we regard as reasonably practicable and ~~economic~~economically viable, to ~~do so.~~

avoid or minimize our exposure to non-core risks.

Key Risk Limits. We use the term risk limit to mean the upper limit of our tolerance for exposure to a given risk. Key risk limits are a sub-set of risk limits and are subject to annual approval by the Board on the advice of the Risk Committee as part of the annual business planning process. If a risk exceeds key risk limits, the Group Chief Risk Officer is required to report the excess and management’s plans for dealing with it to the Risk Committee.

The table below sets forth certain information concerning our executive officers as of February 15, ~~2013:~~

2016:

Christopher ~~O’Kane(1)~~

O’Kane ⁽¹⁾

Brian Boornazian. Mr. Boornazian was appointed as Chairman of Aspen Re in August 2012 and has also served as the Performance Director of Aspen Re, Chief Executive Officer of North America and the President of Aspen Re America since August 2012. He was previously Chief Executive Officer of Aspen Re from January 2010 to August 2012 and President of Aspen Re from June 2008 until January 2010. Prior to this, he was appointed Head of Reinsurance in May ~~2006. He~~2006 and joined Aspen in January 2004 as President of Aspen Re America. Mr. Boornazian also serves as a director on various boards of the Company’s U.S. subsidiaries. Prior to joining us, Mr. Boornazian was at XL Re America where he acted in several capacities, including Senior Vice President, Chief Property Officer ~~responsible~~(responsible for property facultative and treaty, as well as ~~marine,~~marine) and Chief Marketing Officer. Mr. Boornazian began his career in 1982 at Gen Re and also held senior positions at NAC Re, Cologne Re of America and Guy Carpenter.

Michael Cain. Mr. Cain was appointed Chief Executive Officer of Aspen Bermuda in October 2014, having served as director since July 2012. He was appointed as the Company Secretary in February 2016. He has served as our Group General Counsel since March 3, 2008. Since June 2011, Mr. Cain ~~was~~has also ~~appointed~~served as Head of Group Human Resources. In addition, Mr. Cain ~~has also been~~serves as a ~~member~~director on various boards of the ~~Board of Directors of Aspen Bermuda since July 2012.~~Company’s subsidiaries. Prior to joining us, Mr. Cain served as Corporate Counsel and Company Secretary to Benfield Group Limited from 2002 to 2008. Previously, Mr.��Cain worked at Barlow Lyde & Gilbert LLP and Ashurst ~~law firms~~LLP.

David Cohen. Mr. Cohen was appointed President and Chief Underwriting Officer of Aspen Insurance in ~~London.~~November 2015. He has over 35 years of insurance industry experience. Most recently, he was Global Casualty Chief Underwriting Officer at Liberty International Underwriters (“LIU”) from June 2001 to October 2015 and was President of LIU U.S. from December 2006 to October 2015. Prior to this, he was President of Casualty at Tamarack American (a division of Great American Insurance Company) for five years and worked in the Excess Casualty Division at The Home Insurance Company for 10 years. He began his career at American International Group in 1980.

~~James Few.~~~~Mr. Few~~Lisa Gibbard. Ms. Gibbard was appointed Chief of Operations, a new role within the group, in March 2015 and has served as Group Head of IT since January 2007, working across the business to deliver operational excellence and our Global Business Transformation Program that supports our growth and diversification goals. Ms. Gibbard was previously Head of Finance Shared Services from January 2014 to May 2015. Ms. Gibbard brings vital experience in Operations, IT management and delivery of major change programs across business and technology. In 2015, Ms. Gibbard was appointed as ~~Chief Executive Officer~~a trustee of Aspen ~~Re in August 2012.~~U.K.’s Pensions

Committee. Prior to ~~this appointment, Mr. Few was President of Aspen Re. Mr. Few was also our Group Head of Property Reinsurance since June 1, 2004. In July 2011, Mr. Few was appointed as the Chief~~joining us, Ms. Gibbard worked at Aon in their IT Leadership Executive Officer of Aspen Bermuda. Previously, from November 1, 2004 to July 2011, he was Aspen Bermuda’s Chief Underwriting Officer. Mr. Few has also been a member of the Board of Directors of Aspen Bermuda since March 2005. Before joining Aspen Bermuda, he had been an underwriter at Aspen U.K. since June 21, 2002. Mr. Few previously worked as an underwriter with Wellington from 1999 until 2002. From 1993 until 1999 he was an underwriter and client development manager at Royal & Sun Alliance.

team having started her career in banking.

Karen Green. Ms. Green ishas been Chief Executive Officer of Aspen U.K. and AMAL since ~~August~~March 2011 and a member of the ~~Board~~board of ~~Directors~~directors of Aspen U.K. since March 2010 and AMAL since March ~~2010.~~2008. She is also Group Head of Corporate Development and Office of the Group Chief Executive Officer. Ms. Green joined us in March 2005 as Head of Strategy and Office of the Chief Executive Officer. From 2001 until 2005, Ms. Green was a Principal with MMC Capital Inc. (now Stone Point Capital), a global private equity firm (formerly owned by Marsh and McLennan Companies Inc.). Prior to MMC Capital, Ms. Green was a director at GE Capital in London from 1997 to 2001 where she co-ran the Business Development team (responsible for mergers and acquisitions for GE Capital in Europe). She is ~~also~~ a ~~Director~~former director of the International Underwriting ~~Association.~~Association and a non-executive (working) member of the Council of Lloyd’s.

Ann Haugh. Ms. Haugh joined Aspen in November 2013 as Chief Underwriting Officer and Chief Operating Officer of Aspen Insurance. Ms. Haugh was appointed President of International Insurance in July 2015 at which point she relinquished her responsibility as Chief Underwriting Officer but retained her Chief Operating Officer role. In August 2015, Ms. Haugh was appointed as a director to the Aspen Risk Management Limited board and in September 2015 to the Aspen U.K. board as Co-Chief Underwriting Officer for Insurance. Prior to joining us, Ms. Haugh served as Group Chief of Staff at Zurich Insurance Group since August 2012, Chief Executive Officer of Global Corporate in the UK from February 2011 and Chief Operating Officer of Global Corporate based in Zurich from January 2009. Ms. Haugh began her career as a management liability underwriter and has worked in a variety of underwriting, operations and management roles at Great American Insurance Company, Zurich Insurance and Arch Insurance.

Emil Issavi. Mr. Issavi was appointed President of Aspen Re in September 2014 and has served as Chief Underwriting Officer of Aspen Re insince August 2012 and ~~is also~~as a director of Aspen U.K. since February 2015. Mr. Issavi previously served as Executive Vice President of Aspen ~~Re. Prior to this appointment, Mr. Issavi was~~Re and Head of Casualty Reinsurance from July 2008 ~~and from~~to July ~~2006, served as~~2012 and Head of Casualty Treaty of Aspen Re ~~America.~~America from July 2006 to June 2008. Prior to joining us, ~~from 2002 to July 2006,~~ Mr. Issavi was at Swiss Re America where he was Senior Treaty Account Executive responsible for various ~~Global~~global and ~~National Property~~national property and ~~Casualty clients.~~casualty clients from 2002 to 2006. Mr. Issavi began his reinsurance career at Gen Re as a ~~Casualty Facultative Underwriter.~~casualty facultative underwriter.

Scott Kirk. Mr. Kirk was appointed the Group Chief Financial Officer in December 2014. Prior to this appointment, Mr. Kirk served as the Chief Financial Officer of Aspen Insurance from October 2011 to December 2014, having previously served as Group Head of Finance from May 2009 to September 2011 and Group Financial Controller from September 2007 to April 2009. In addition, Mr. Kirk serves as a director on various boards of the Company’s U.K. subsidiaries. Prior to joining us, Mr. Kirk worked at Endurance Specialty Holdings Limited, joining Endurance Re America in New York after its formation in 2002. Previously, Mr. Kirk was at Trenwick International in London working in finance and treasury for three years. Mr. Kirk began his career as an auditor at KPMG, Brisbane and is a member of the Institutes of Chartered Accountants in both England and Wales and Australia.

Stephen Postlewhite. Mr. Postlewhite was appointed Chief Executive Officer of Aspen Re in September 2014. Prior to this appointment, Mr. Postlewhite was Group Chief Risk Officer onfrom February 7, 2013 to September 2014 and ~~has been Chair~~previously served as Head of ~~the Reserve Committee since January 2011. He has also been a member of the Board of Directors~~Risk from November 2012 to February 2013, Chief Risk Officer of Aspen U.K. ~~since April 2010. Mr. Postlewhite was previously Head of Risk,~~from September 2009 to October 2012 and Head of Risk Capital ~~Aspen U.K. Chief Risk Officer and Deputy Chief Actuary.~~from September 2009 to October 2012. During 2012, he also served as Interim Group Chief Risk Officer. He has been a member of the board of directors of Aspen Bermuda since July 2013 and was a member of the board of directors of Aspen U.K. from April 2010 until June 2013. In addition, Mr. Postlewhite serves as Chairman of Aspen Capital Management Ltd. Prior to joining us in 2003, Mr. Postlewhite spent a year at the ~~FSA~~U.K. Financial Services Authority (now the Prudential Regulation Authority) working extensively on the development of the Individual Capital Assessment process for non-life insurers and nine years with KPMG, both in London and Sydney, working as a senior general insurance actuarial consultant, ~~predominately~~predominantly on London Market, Lloyd’s and reinsurance clients. He has been a fellow of the Institute of Actuaries since 2001. Prior to embarking on an actuarial career, Mr. Postlewhite worked as a management consultant for Andersen Consulting.

Robert Rheel. Mr. Rheel has over 30 years of insurance industry experience and joined Aspen Insurance in June 2011 as Executive Vice President of Customer, Distribution and Marketing. He was appointed President of Aspen U.S. Insurance in August 2015, prior to which he served as head of U.S. Property & Casualty Insurance and Programs and Head of Customer, Distribution and Marketing. Before joining Aspen Insurance, Mr. Rheel was the head of distribution and regional management at Zurich Financial Services and the Chief Executive Officer of Zurich Insurance, Ireland. He began his career at Cigna Insurance in 1981 before moving on to senior roles with Fireman's Fund Insurance Company and American International Group.

Richard Thornton. Mr. Thornton was appointed Group Chief Risk Officer in September 2014 and has been Group Head of Strategy since March 2014. In addition, Mr. Thornton has served as a director of Aspen European Holdings Limited since December 2015. Prior to joining us, Mr. Thornton was at Oliver Wyman since 1999 where he became a partner in 2007 and led content development for the firm’s general insurance business in the United Kingdom and Europe. His global remit provided him the opportunity to work internationally with large insurance companies in Asia, South Africa, Australia and North America and to gain a global overview of the market. Mr. Thornton worked on a wide variety of projects spanning life and general insurance, ranging from

retail to global corporate and from strategy to operations, risk and finance. Previously, Mr. Thornton was an economist in the Bank of England’s monetary analysis division.

Kate Vacher. Ms. Vacher ishas been our Director of Underwriting ~~and has been the Active Underwriter for Syndicate 4711~~ since ~~2010.~~2007. Previously, Ms. Vacher ~~has been a member of the Board of Directors of AMAL since February 2010. Previously, she~~ was our Head of Group Planning from April 2003 to May 2006 and a property reinsurance underwriter since joining Aspen ~~U.K. on~~in September 1, 2002. Ms. Vacher has been a member of the board of directors of AMAL since February 2010 and was appointed Chairman of Aspen Risk Management Limited in 2015. From February 2010 until March 2016, Ms. Vacher was the Active Underwriter for Syndicate 4711 (our syndicate at Lloyd’s). Prior to joining Aspen, Ms. Vacher previously worked as an underwriter with Wellington Syndicate 2020 from 1999 until 2002 and ~~from 1995 until 1999~~ was an assistant underwriter at Syndicate ~~51.~~51 from 1995 until 1999.

~~Rupert Villers.~~Mario Vitale. Mr. ~~Villers is Chairman of Aspen Insurance and~~Vitale joined us in March 2011 as President of ~~International Insurance since June 2012. He has also been a member of the Board of Directors of Aspen U.K. and AMAL since June 2009. He~~U.S. Insurance. Mr. Vitale was ~~previously the~~ Co-Chief Executive Officer of Aspen Insurance and joined us in April 2009 as Global Head of Financial and Professional Lines. He has held a number of positions in the insurance industry. He co-founded SVB Holdings (subsequently renamed Novae Holdings) in 1986, and in his seventeen years there he was Chief Executive Officer from 1991 to 2002 and underwriter of Syndicate 1007 from January 1, 1997 to December 31, 1999. Most recently, he has been Chairman of APJ, a company he co-founded in 2005, whose major subsidiary, APJ (Asset Protection Jersey Limited) wrote a specialist book of K&R insurance. Mr. Villers was a director of CertaAsig Holdings S.A. (a Luxemburg holding company) which is the parent of CertAsig Societate di Asigurare si Reasigurare S.A. (a Romanian insurance company) until September 30, 2012.

~~Mario Vitale.~~ ~~Mr. Vitale~~2012 and assumed the role of Chief Executive Officer of Aspen Insurance in June ~~2012, and was Co-Chief Executive Officer of Aspen Insurance from January 1,~~ 2012. ~~Mr. Vitale joined us in March 2011 as President of U.S. Insurance.~~ Mr. Vitale has also been a member of the Board of Directors of Aspen American Insurance Company and Aspen Specialty Insurance Company since April ~~2011.~~2011 and as Chairman of both entities since January 2012. Mr. Vitale also serves as a director on various boards of the Company’s U.S. subsidiaries. He has 3539 years of global experience across various industry leadership positions. ~~Most recently,~~Prior to joining us, he was at Zurich Financial Services from September 2006 until March 2011, where he was Chief Executive Officer of Global Corporate, with responsibility for all corporate business globally. He was also a member of Zurich’s Group Management Board. ~~Previously,~~From 2000 to 2006, Mr. Vitale ~~spent six years~~was at Willis Group Holdings, ~~from 2000 until 2006,~~ including four years as Chief Executive Officer of Willis North America. Mr. Vitale is a member of the board of trustees of StSt. John’s University College of Insurance in New York, the board of directors of ~~AICPCU~~American Institute for Chartered Property Casualty Underwriters Inc. and a past member of the board of Boys Hope Girls Hope of New York City. He is a member of the board of the American Insurance Association and ~~formerly of~~was previously on the board of directors of the Council of Insurance Agents & Brokers.

~~John Worth.~~ Mr. ~~Worth was appointed as Group Chief Financial Officer~~Vitale is also a founding board member of ~~Aspen Insurance Holdings Limited effective November 1, 2012. Most recently, Mr. Worth served as Group Financial Controller for Barclays PLC. Before joining Barclays, between 2006 and 2009, he was~~Blue Marble Microinsurance, a ~~Partner~~micro insurance consortium launched in Banking and Capital Markets for Ernst & Young LLP. From 2002 to 2006 he served in various leadership roles at Prudential U.K., including Chief Information Officer and Head of Risk and Compliance as well being seconded to the U.K.’s Financial Services Authority. Mr. Worth previously worked at Barclays Capital from 1997 to 2002, serving as Program Director, Group Controls Review and prior to that Managing Director and Global Head of Audit. He started his career at Price Waterhouse, where he served in a number of global roles from 1984 to 1997.2015.

Non-Management Directors

The Board has adopted a policy of regularly scheduled executive sessions where non-management directors meet ~~independent~~independently of management. The non-management directors include all our independent directors and Mr. Jones, our Chairman. The non-management directors held four executive sessions during ~~2012.~~2015. Mr. Jones presided at each executive session. Shareholders ~~of the Company~~ and other interested parties may communicate any queries or concerns to the non-management directors by sending written communications by mail to Mr. Jones, c/o Company Secretary, Aspen Insurance Holdings Limited, 141 Front Street, Hamilton HM19, Bermuda, or by fax to ~~1-441-295-1829.~~1 (441) 295-1829. In ~~2012,~~2015, we also held one executive session comprised solely of independent ~~directors.~~

directors which was presided by Ms. Hutter, the Company’s the Lead Independent Director.

Attendance at Meetings by Directors

The Board conducts its business through its meetings and meetings of the committees. Each director is expected to attend each of our regularly scheduled meetings of the Board, the constituent committees on which that director serves and our annual general meeting of shareholders. The Board held five formal meetings in 2015. All of the Company’s directors attended the annual general meeting of shareholders ~~in 2012. Four meetings of the Board were~~ held ~~in 2012. All of the directors other than Mr. Richard Houghton (who ceased to be a director in February 2012) attended~~on April 22, 2015 and at least 75% of the meetings of the Board and meetings of the committees on which they serve.

Code of Business Conduct and Ethics, Corporate Governance Guidelines and Committee Charters

We have adopted a ~~code~~Code of ~~business conduct~~Business Conduct and ~~ethics~~Ethics (the “Code of Conduct”) and Corporate Governance Guidelines (the “Governance Guidelines”) that ~~applies~~apply to all of our employees, including our Group Chief Executive Officer and Group Chief Financial ~~Officer. We have also adopted corporate governance guidelines.~~Officer, and directors. The Code of Conduct and Governance Guidelines outline the policies, principles, rules, regulations and law that govern the activities of the Company and its employees, officers and directors and establish guidelines for professional conduct in the workplace. Any waiver of a provision of the Code of Conduct for our directors and executive officers may be made only by the Audit Committee. We have posted the ~~Company’s code~~Code of ~~business conduct~~Conduct and ~~ethics and corporate governance guidelines~~the Governance Guidelines on the Investor Relations page of ~~the Company’s~~our website at~~www.aspen.co~~.

www.aspen.co.

The charters for each of the Audit Committee, ~~the~~ Compensation Committee and ~~the~~ Corporate Governance and Nominating Committee are also posted on the Investor Relations page of our website at~~www.aspen.co~~. www.aspen.co. Shareholders may ~~also~~ request printed copies of ~~our code~~the Code of ~~business conduct and ethics,~~Conduct, the ~~corporate governance guidelines~~Governance Guidelines and the committee charters at no charge by writing to Company Secretary, Aspen Insurance Holdings Limited, 141 Front Street, Hamilton, HM19, Bermuda.

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Overview~~



COMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis provides information regarding the compensation of our (i) Chief Executive Officer, (ii) Chief Financial Officer and (iii) the three most highly compensated executive officers for 2015, not including the Chief Executive Officer and the Chief Financial Officer (collectively, our “NEOs”). This Compensation Discussion and Analysis also describes the overall objectives of our compensation program, each element of compensation and key compensation decisions that the Compensation Committee of the Board (the “Compensation Committee”) has made under our compensation program and the factors considered in making those decisions. Executive Summary In 2015, our Say-On-Pay Vote received overwhelming support with approximately 94% of shareholders voting in favor of our compensation programs, which we believe evidences our shareholders’ support for our NEOs’ compensation arrangements and our general executive compensation practices. We believe this strong support is the result of the Company’s executive compensation program being designed to align pay and performance and reflect market competitiveness and industry best practice.		Our 2015 Named Executive Officers Christopher O’Kane Group Chief Executive Officer Scott Kirk Group Chief Financial Officer Stephen Postlewhite Chief Executive Officer of Aspen Re Brian Boornazian Chairman of Aspen Re Emil Issavi President and Chief Underwriting Officer of Aspen Re

Our results for 2015 were strong despite a continuing challenging environment. Reflecting the Compensation Committee’s desire to maintain strong programs aligned with our shareholders, the Compensation Committee reviewed all elements of our current executive compensation program to ensure that the overall design continues to support the Company’s financial, operational and strategic program. The Compensation Committee decided to retain the core design of our executive compensation program in fiscal year 2015 as it believes the current compensation program design continues to properly reward our executives for their performance, motivate them to work towards achieving our long-term objectives, and strengthens the alignment of their interests with those of our shareholders. Given our pay-for-performance orientation, the compensation for our NEOs in 2015 reflected these outcomes, taking into account performance against our business plans. The Compensation Committee will continue to routinely review, evaluate and, as appropriate, take into account the views of our shareholders, to enhance our compensation program.

Our Board unanimously recommends that shareholders vote “FOR” the approval of the compensation of our Chief Executive Officer, Chief Financial Officer, Interim Chief Financial Officer, Former Chief Financial Officer and the three other most highly-compensated named executive officers (“NEOs”) for 2012, and describes the overall objectives of our compensation program, each element of compensation and key compensation decisions. The Compensation Committee of the Board (the “Compensation Committee”) has responsibility for approving the compensation program for our NEOs.

Amounts discussed in this Compensation Discussion and Analysis that were initially denominated in British Pounds have been converted into U.S. Dollars at the exchange rate of $1.5847 to £1, the average exchange rate for 2012, and $1.6041 to £1, the average exchange rate for 2011.

~~Executive Summary~~

The Company’s executive compensation program seeks to align pay and performance and is grounded in market competitiveness and industry best practice. Our compensation policies are designed with the goal of recruiting and retaining key talent to maximize shareholder value creation over the long-term. Our performance-based programs utilize those measures we believe are most appropriately aligned with our business strategy and accordingly reflect those most important to our shareholders.

In 2011, we voluntarily submitted a Say-On-Pay vote to our shareholders which received overwhelming support with a 93% vote in favor of our programs. Now that we are a domestic issuer, this year we are required to have both the Say-On-Pay Vote and Say-On-Frequency Vote. Based on our strong pay for performance philosophy, we recommend stockholders vote “for” our executive compensation program. See Proposals 2 and 3NEOs as disclosed in this Proxy Statement.

~~2012~~ For more information, see Proposal 2 “Non-Binding Advisory Vote on Executive Compensation.”

2015 Performance Highlights

~~Notwithstanding~~

We are pleased with our strong results for 2015 despite a continuing challenging environment. The following table highlights our 2015 performance by setting forth the ~~impact~~year-over-year comparison of ~~Superstorm Sandy and other large losses, 2012 was a strong year for us in terms~~some of our key financial ~~performance for our business. While 2011 was a challenging year for our industry, 2012 saw significant recovery which is reflected in our positive financial results summarized below.~~

Key Metric (1)


2012


2011


2010

Operating Return on Equity    8.5%    (3.4%)    9.1%
Diluted Book Value per Share    $40.65    $38.21    $38.90
Diluted Book Value per Share (after adding back dividends) (2)    $41.31    $38.81    $39.50

Key Metric (1)


2012


2011


2010

Combined Ratio    94.3%    115.9%    96.7%
Gross Written Premiums    $2.58Bn    $2.21Bn    $2.08Bn
Diluted Net Income (Loss) per Share    $3.38    ($1.88)    $3.62

metrics during the past three years:

Operating Return on Equity ⁽²⁾

Adjusted Diluted Book Value per Ordinary Share Growth ⁽³⁾

2015 Compensation Highlights

As our compensation programs are highly performance-based, our key compensation actions for ~~2012~~2015 reflect our strong financial performance ~~outlined above.~~

~~The corporate component~~despite a continuing challenging environment. A substantial portion of total compensation awarded to our NEOs is performance-based and is comprised of short-term annual bonus ~~which is based on operating return on~~awards and long-term equity ~~funded an incentive pool valued at 96% of target. Our annual bonus funding for our underwriting population is also based in part on underwriting team~~and performance ~~assessed by reference to return on allocated equity. On average, the incentive pool based on underwriting team performance funded at 73% of target.~~

share awards.

Based on our ~~return on equity~~bonus pool funding formula and taking into account our performance ~~one-third~~throughout the year, the Compensation Committee approved an overall bonus pool funding of ~~each~~75.0% of ~~the 2010-2012~~target. See “— Compensation Discussion and ~~2011-2013 performance share cycles which were subject to a 2012 return on equity test, vested at 64.0%~~Analysis — Elements of Compensation — Annual Cash Incentive — Bonus Pool and ~~100.0% of target respectively.~~

Actual Award Levels” below for additional information.

Based on our 2015 adjusted annual growth in diluted book value per ordinary share (“BVPS”) test for purposes of the vesting condition for our performance shares, one-third of each of the ~~2012-2014~~2013-2015, 2014-2016 and 2015-2017 performance share ~~cycle~~cycles vested at ~~65.8%~~93.5%. See “— Compensation Discussion and Analysis — Elements of ~~target (see~~Compensation — Long-Term Equity Incentives” below for ~~a discussion regarding~~additional information.

To continue to align executives with the long-term interests of our shareholders, the Board approved changes to ~~performance~~our executive share ~~measures made in 2012).~~

ownership guidelines requiring the members of our Group Executive Committee to own Company shares valued at two and one-half to three times their base salary effective February 2015.

~~Below is a~~The following table ~~showing~~illustrates the compensation decisions made for our NEOs in respect of ~~our continuing NEOs~~performance in 2015.⁽¹⁾.

~~(1)~~

Represents salary, bonus, the average of the high and low share price on the date of grant for the performance shares and the closing share price on the grant date for the restricted share units; excludes “other compensation.” In respect of the performance shares granted in 2012, 65.8% of one-third of the grant has been earned based on our growth in diluted book value per share after adding back dividends of 8.1% in 2012. In respect of Mr. Worth’s salary, the target amount reflects his annual salary and the actual amount reflects the prorated amount of salary paid since the commencement of his employment on November 1, 2012. In respect of Mr. Worth’s actual bonus, this represents his guaranteed bonus per his service agreement.

(1) Represents base salary earned in the year, annual bonus for 2015 and the 2015 restricted share unit and performance share grants. In respect of the annual bonus for 2015, Messrs. O’Kane and Kirk each received a portion (73%) of their annual bonus in cash and a portion (27%) of their annual bonus in restricted share units granted on February 8, 2016. The 2015 bonus amounts for Messrs. O’Kane and Kirk reflected in the table above include both the cash and equity components of their annual bonus. The decision to grant a portion of their 2015 annual bonus in equity was taken in the context of our overall 2015 performance and 2015 bonus pool funding model and to further align their interests with our shareholders. For a description of our restricted share units, see “Executive Compensation — Narrative Description of Summary Compensation and Grants of Plan-Based Awards — Share Incentive Plan — Restricted Share Units” below. The value of the restricted share units and the performance shares granted in 2015 is based on the average closing share price during the first quarter of 2015 up to and including March 5, 2015 and therefore differs from what is contained in our 2015 Summary Compensation Table below. In the actual column, in respect of the performance shares granted in 2015, this represents 93.5% of one-third of the grant which has been earned based on our growth in diluted BVPS of 10.7% in 2015 and assumes 100% vesting for the remaining two tranches. For the performance shares and restricted share units, valuation is based on the grant date fair values of the awards calculated in accordance with FASB ASC Topic 718, without regard to forfeitures related to service-based vesting conditions.

The Link ~~between~~Between Pay and Performance

~~Enhancements~~

We did not make significant changes to our ~~Pay for Performance Programs~~

~~In early 2012, our Compensation Committee undertook~~executive compensation programs in 2015. We continued to maintain a ~~comprehensive review of our performance-based pay programs and approved a number of changes thereby enhancing the~~strong link between pay and performance, ~~and~~while balancing our performance and retention ~~objectives.~~


~~What~~ ~~Changed~~	~~How did it Change~~	~~Why did it Change~~	~~What is the Impact~~ ~~for our NEOs~~
~~Annual Incentive Pool Funding~~	~~Added a team funding mechanism based on return on allocated equity for underwriters~~	~~Increases line of sight to underwriting performance~~ ~~Recognizes the different business model and performance of our reinsurance and insurance business segments and the differing market dynamics of underwriting teams within these segments~~	~~Impacts underwriting executives, where the annual incentive pool award is assessed 50% on segment performance and 50% on corporate performance~~
~~Performance Share Plan Measures~~	~~Changed performance share measure from return on equity to growth in book value per share plus dividends~~	~~Book value per share reflects an important industry measure and is a key measure by which we assess our own performance~~ ~~Diversifies performance measures, as return on equity is currently used to fund our short-term incentive plan~~	~~Impacts performance share component of NEOs overall long-term incentive award~~
~~Blend of Long-Term Incentive Vehicles~~	~~Adjusted the blend of equity to include both performance shares and restricted share units~~	~~Balances performance and retention~~ objectives, ~~Enhances program comparability with the U.S. and Bermuda markets~~	~~Executives will now receive 75% of their long-term incentive award in performance shares and 25% in restricted share units~~

~~Alignment of Pay~~ and ~~Performance~~

to align our compensation programs with our objectives and compensation philosophy.

Each year, ~~we engage our~~the Compensation Committee engages its independent advisor, Towers Watson, to conduct a review of the alignment between our pay and performance for our Chief Executive Officer as compared to our peers. For the five-year period from January 1, 2010 through December 31, 2014, Towers Watson reviewed the relative realizable pay of Mr. O’Kane as compared to the following three key financial measures for our industry and ~~shareholders, including~~shareholders: total shareholder return, return on equity and ~~book value per share.~~BVPS. For the ~~purposes~~purpose of this analysis, realizable pay is defined as base salary, actual annual bonus paid and the current value of long-term incentives ~~granted~~earned within the period (the value of restricted share units, ~~and~~ the in-the-money value of share options as of December 31, ~~2012~~2014 and any actual award earned or vested and issued under a performance plan).

~~As illustrated in the table below, the~~

The Compensation Committee believes that Mr. O’Kane’s realizable pay relative to peers was at a level that is supported by the Company’s relative performance measured by the selected key financial measures. It ~~comes~~came to this conclusion when considering that both the Chief Executive Officer’s realizable pay ~~is at~~and the ~~eighteenth percentile of our peers while performance along the three key metrics considered was measurably higher. The~~ composite performance, which reflects a straight average of the percentile rank for each of the three performance ~~percentiles, falls just below~~measures over the ~~median. However, during this~~five-year period return on equity formed the principal basis by which performance-related compensation was measured. As a result, there is a stronger degree of alignment with our 5-year average historical return on equity.

~~Compensation Percentile vs. Performance Percentiles (1)~~

~~Period~~

~~Chief~~
~~Executive~~
~~Officer~~
~~Realizable Pay~~

~~5-Year~~
~~Average~~
~~Return on~~
~~Equity~~

~~5-Yr Total~~
~~Shareholder~~
~~Return~~

~~5-Year Compounded~~
~~Annual Growth Rate~~

~~Book Value/Share~~

~~Composite~~

~~Performance~~

~~2007-2011~~

^th

~~(1)~~

~~Measured from the lowest value to the highest value (100~~^th ~~percentile) for each measure.~~

as discussed above, are reasonably aligned.

Our Executive Compensation Program and Philosophy

We encourage a performance-based culture throughout the Company, and at senior levels we have developed an approach to compensation that aligns the executive’s compensation with his or her performance and contribution to the results of the Company. Overall, our compensation programs are designed to link variable compensation to the achievement of the Company’s financial and strategic goals while meeting high governance standards and encouraging an appropriate level of risk. We seek to create a total

compensation opportunity for NEOs with the potential to deliver actual total compensation at the upper quartile of peer companies for high performance relative to competitors and the Company’s internal business objectives.

~~We believe that the~~

The three elements of total direct compensation for our executives are (i) base salary, (ii) annual bonus and (iii) long-term incentive awards. Unlike base salary, which is non-discretionary compensation, annual bonus and long-term incentive awards ~~should be~~each represent variable compensation. These three elements are balanced such that each executive has ~~the~~an appropriate amount of long-term pay that is ~~performance~~ contingent ~~and longer-term.~~on performance. This relationship is illustrated in the table below, which shows each element of total target direct compensation for ~~2012~~2015 and demonstrates that a majority of ~~the executive’s~~each of our NEOs’ pay isfor 2015 was delivered through performance-based compensation (86% for the Chief Executive Officer and 80% on average for the other NEOs) with a significant portion realized over more than one ~~year.~~year when performance warrants. Equity awards in particular are intended to encourage ~~aligning~~alignment of our executives’ interests with those of our shareholders ~~and align executive pay with~~over the ~~value created for shareholders.~~

Compensation
Element Key Philosophical Underpinning
Mix of 2012
Total Target Direct
Compensation

Chief
Executive
Officer Average
Other
Continuing
NEOs
Base Salary
•   Attract and retain key talent

•   Provide financial certainty and stability
18 % 26 %
Annual Cash Incentive
•   Incentivize and motivate executives to meet or exceed our short-term business and financial objectives

•   Promote team orientation by encouraging participants in all areas of the Company to work together to achieve common Company goals
32 % 29 %

Compensation
Element Key Philosophical Underpinning
Mix of 2012
Total Target Direct
Compensation

Chief
Executive
Officer Average
Other
Continuing
NEOs
Long-Term Incentive
•     Incentivize and motivate executives to achieve key long-term business priorities and objectives
50 % 45 %
(Performance Shares and Restricted Share Units)
•     Align executives’ interests with shareholders’ interests

•     Foster a long-term focus to increase shareholder value

•     Attract and retain key talent

•     Encourage executive share ownership

long term.



Compensation Element	Key Philosophical Underpinning	Mix of 2015 Total Target Direct Compensation
Compensation Element	Key Philosophical Underpinning	Chief Executive Officer	Average Other NEOs
Base Salary	• Attract and retain key talent • Provide financial certainty and stability	14%	20%
Annual Cash Incentive	• Incentivize and motivate executives to meet or exceed our short-term business and financial objectives • Promote team orientation by encouraging participants in all areas of the Company to work together to achieve common Company goals	25%	28%
Long-Term Incentive (Performance Shares and Restricted Share Units)	• Incentivize and motivate executives to achieve key long-term business priorities and objectives • Align executives’ interests with shareholders’ interests • Foster a long-term focus to increase shareholder value • Attract and retain key talent • Encourage executive share ownership	61%	52%

We also provide our NEOs with employee benefits and perquisites and severance and change of control benefits.



Compensation Element		Key Philosophical Underpinning

Benefits and Perquisites		• Attract and retain ~~executives~~ key talent • Provide for safety and wellness of executives • Provide ~~income~~financial security for retirement • Enhance executive productivity • Provide certain expatriate relocation needs as well as specific local market practices that are competitive

Severance and Change of Control Benefits		• Attract and retain ~~executives~~ key talent • Provide ~~income~~financial security in the event of termination • Allow our executives to continue to focus their attention on our business operations in the face of the potentially disruptive impact of a ~~proposed~~ change of control transaction and allow our executives to assess ~~takeover bids~~potential strategic actions objectively without regard to the potential impact on their own job security

~~We seek to consider together all~~

All elements ~~that contribute to the~~of total compensation ~~of NEOs~~are considered together rather than ~~consider~~considering each element in isolation. This process ensures that judgments made in respect of any individual element of compensation are taken in the context of the total compensation that an individual receives, particularly the balance between base salary, annual ~~incentives~~bonus and long-term ~~incentives.~~

incentive awards.

Market Intelligence

~~We believe~~

A core principle of our compensation program and philosophy is that shareholders are best served when the compensation packages of our senior executives are competitive ~~but~~and fair. ByA fair ~~we mean that the executives will be able to understand that the~~ compensation package is one that reflects ~~their~~the executive’s market value and ~~their~~ personal contribution to the business. We seek to create a total compensation opportunity for NEOs with the potential to deliver actual total compensation at the upper quartile of peer companies for high performance relative to competitors and the Company’s internal business objectives. To ensure our compensation levels and programs are competitive with those companies with which we compete for talent, we review external market data including:

~~Research of peer company proxy and/or annual reports;~~

~~Publicly available compensation surveys from reputable survey providers;~~

~~Advice and tailored research from compensation consultants; and~~

~~Experience with recruiting senior positions in the marketplace.~~

We utilize a primary peer group for purposes of reviewing our executive compensation levels and programs. In addition, under certain circumstances, we may benchmark specific roles or review the practices of other companies called our “near” peer group. Our peers reflect companies similar to us in terms of size and business mix. These groups are regularly reviewed and agreed upon by the Compensation Committee with consideration given to our business strategy and the advice of the Compensation Committee’s independent advisor, Towers Watson. No changes were made to the peer groups for 2012 other than the noted organic changes.



~~Peer Group (1)~~●
	~~U.S. & Bermuda~~research of peer company proxy and/or annual reports; ●publicly available compensation surveys from reputable survey providers; ● advice and tailored research from compensation consultants; and ● experience with recruiting senior positions in the marketplace.	The Market for Talent Our business model is unique in that we are a U.S.-listed company, domiciled in Bermuda but with significant operations in the U.K. As we employ senior executives in all three markets, our compensation plans strive to be considerate of the varying nature of these geographies. In addition, we operate in both the insurance and reinsurance businesses, whereas many of our competitors for executive talent focus on one primary business.


We utilize a peer group for purposes of reviewing our executive compensation levels and programs. Our peer group is regularly reviewed and reflects companies similar to us in terms of size and business mix and reflects those companies we compare to in terms of assessing our business performance. In 2015, the Compensation Committee, with the advice of Towers Watson, approved changes
to our peer group as a result of industry consolidation and our continued growth. The Compensation Committee also approved the removal of our “near” peer group in 2015 which was previously used in certain circumstances for benchmarking specific roles or reviewing the practices of other companies. Our revised peer group is as follows:



Peer Group
Alleghany Corporation	Everest Re Group, Ltd.
Allied World Assurance Company Holdings, AG		~~Amlin Plc~~
~~Alterra Capital Holdings Limited~~		~~Catlin Group Limited~~
~~Arch Capital Group Ltd.~~		Hiscox Ltd.
Amlin Plc	Markel Corporation
Arch Capital Group Ltd.	PartnerRe Ltd.
Argo Group International Holdings Ltd.	RenaissanceRe Holdings Ltd.
Axis Capital Holdings Limited
~~Endurance Specialty Holdings Ltd.~~
~~Everest Re Group, Ltd.~~
Validus Holdings, Ltd.
Beazley Plc	White Mountains Insurance Group, Ltd.


~~“Near” Peer Group (1)~~
~~U.S. & Bermuda~~		~~U.K.~~
~~Montpelier Re~~Endurance Specialty Holdings Ltd.		~~Beazley~~XL Group Plc
~~PartnerRe Ltd.~~
~~Platinum Underwriters Holdings, Ltd.~~
~~RenaissanceRe Holdings Ltd.~~

(1) As a result of Brit Insurance Holdings Plc (“Brit”) being acquired by Achilles Netherlands Holdings B.V. in March 2011, Brit has been removed from the Peer Group. As a result of Transatlantic Holdings, Inc. (“Transatlantic”) being acquired by Alleghany Corporation in March 2012, Transatlantic has been removed from the “Near” Peer Group.

Determining Individual Compensation Levels

Although ~~Company~~the Company’s results remain the focus of our performance-based programs, the Compensation Committee considers quantitative and qualitative factors in making compensation determinations due to the highly volatile nature of our industry and the potentially significant external factors impacting our ~~business, the Compensation Committee considers both quantitative as well as qualitative factors in making compensation determinations.~~business. In

particular, the individual contributions of our executives are ~~quite~~ important into our business and therefore may determine both the allocation of our bonus pool ~~as well as~~and individual long-term incentive ~~grants~~awards granted each year.

Individual contributions to our corporate goals are taken into consideration through our annual appraisal process, whereby at the outset of each year objectives are established and achievement of these goals is assessed at the end of each performance year. For all NEOs, other than himself, the Chief Executive Officer provides recommendations to the Compensation Committee with regard to individual performance.

The following table outlines the ~~2011~~2014 and ~~2012~~2015 individual achievements for each ~~continuing~~ NEO considered by the Compensation Committee in making ~~the~~its compensation ~~determinations included in this disclosure.~~determinations. The ~~2011~~2014 achievements help determine any base salary increases and long-term incentive ~~grants made~~awards granted in early ~~2012~~2015 and the ~~2012~~2015 individual achievements help to determine bonus amounts earned for performance in 2015 and paid in early ~~2013.~~

2016.



Named Executive Officer		~~2011~~2014 Individual Achievements		~~2012~~2015 Individual Achievements
Christopher O’Kane		●_•Achieved the ~~2011~~2014 business plan. ● Successfully executed all new initiatives, including Finance Shared Services. ● Met or exceeded the business plan ~~(excluding~~target for third-party capital under management and for fee generation under Aspen Capital Markets division. ● Implemented enhanced performance management systems to ensure effective employee differentiation in a manner which supports overall strategy. ● Assessed opportunities for future development and successfully defended against Endurance’s unsolicited approach for an inadequate offer, which our Board believed significantly undervalued the ~~Company’s financial performance which was affected by significant catastrophe losses that adversely impacted operating results).~~Company. ●_• Maintained adequate capital and liquidity across the Group and maintained efficient capital management.~~Built~~	● Materially achieved the 2015 business plan within the Group's risk tolerances and underwriting disciplines. ● Finalized Group Target Operating Model and developed a comprehensive implementation plan for execution. ● Continued to strengthen Aspen's leadership and management teams, particularly in Insurance. ● Continued growth and development of Aspen Capital Markets ("ACM") initiatives, including Silverton, our sidecar, and other collateralized reinsurance arrangements. ● Continued to integrate International and U.S. ~~insurance platform effectively.~~Insurance. ●_•~~Evaluated and implemented specific initiatives by segment as and when required.~~ _•~~Worked towards the implementation~~ Achievement of ~~all necessary measures towards achieving~~ internal model approval and ~~compliance with~~ Solvency II ~~framework.~~compliance by January 1, 2016.
Scott Kirk	● _•Provided advice on numerous strategic and operational matters even prior to his appointment as Group Chief Financial Officer.~~Completed~~ ● Made an excellent transition to his new responsibilities as Group Chief Financial Officer. ● Performed well at our 2015 planning session and built on his relationships with investors, analysts and other stakeholders.	● Helped to materially achieve the ~~branding project.~~2015 business plan. ●_•~~Helped improve and define our value proposition~~ Successful transition to ~~both insurance and reinsurance customers.~~ ~~Notwithstanding~~ the ~~above achievements Mr. O’Kane did not receive a bonus in 2011 due to overall corporate performance.~~		Group Chief Financial Officer role. ●_•~~Achieved the 2012 business plan despite certain significant catastrophe losses that adversely impacted operating results.~~ _•~~Oversaw the streamline of the Management Information/planning process to create significant improvement in this area.~~ _•~~Despite delay to implementation for Solvency II achieved a strong performance in ensuring all aspects of the business were fully prepared for the impact~~ Successful oversight of the Solvency II ~~framework.~~Pillar 3 regulatory reporting requirements. ●_• Continued execution of Finance Shared Services plan.~~Oversaw~~ ● Worked as an effective and collaborative member of the Group Executive Committee. ● Implemented further development in Group Finance, upgraded talent and led ~~thorough review of investment portfolio and strategy to enable a more robust view of the Company’s investment opportunities.~~senior finance leadership workshops. ●_• Executed successful share repurchases.~~Achieved further U.S. insurance ‘build’ out through growth of net written premium.~~ _•~~Revitalised reinsurance segment through operational re-organisation.~~
~~John Worth~~Stephen Postlewhite ⁽¹⁾		~~N/A (Mr. Worth joined the Company on November 1, 2012.)~~		~~N/A (Mr. Worth joined the Company on November 1, 2012.)~~
~~Julian Cusack~~●		_•~~Worked towards~~ Oversaw the implementation of ~~all necessary measures towards achieving internal model approval and compliance with~~our business plan to ensure we are Solvency II ~~framework.~~compliant. ●_•~~Carried out project work upon request from~~ Kept senior management and boards appraised of all major risk issues and maintained the ~~Chief Executive Officer or~~Group Risk Management framework and the ~~Board throughout 2011.~~Group Risk Appetite Statement. ●_•~~Brought a unique~~ Strengthened the price adequacy and ~~broad skill set applicable~~rate monitoring control processes. ● Contributed to ~~all aspects~~Aspen's strategy, with particular focus on third party capital, and improved the framework for considering the marginal contribution of business lines to our profitability. ● Reviewed the balance of risk and reward across underwriting and investments to ensure the best use of capital. ● Performed optimization of the ~~business.~~investment portfolio.	●_•~~Capable~~ Exceeded delivery of ~~operating in a wide variety~~Aspen Re's 2015 business plan as measured by gross written premium, underwriting profit and combined ratios. ● Executed key strategic initiatives, including the opening of ~~executive roles~~new offices and the creation of new products ● Broadened Aspen’s partnership with alternative capital by continuing to expand the activities of Aspen Capital Markets ● Worked as ~~and when required, thus providing invaluable benefit to the Company.~~		_•~~Worked towards ensuring compliance with Solvency II requirements as executive sponsor.~~ _•~~Concluded and negotiated strategies (including in house R&D and IT) in order to deliver better proprietary views of natural catastrophe risk.~~ _•~~Improved operational management of actuarial and risk teams to encourage greater contribution from such teams at Group Executive Committees and governance forums.~~ _•~~Carried out significant project work upon request from the Chief Executive Officer or the Board throughout 2012.~~ _•~~Acted as interim Chief Financial Officer during search for replacement Chief Financial Officer achieving a broad range of goals while in this role. Improved the business planning process.~~


~~Executive~~		~~2011 Individual Achievements~~	~~2012 Individual Achievements~~
~~Richard Houghton~~		_•~~Delivered~~ an effective and ~~improved business planning process.~~ _•~~Reviewed and recommended enhancements to capital efficiency.~~ _•~~Reviewed and recommended enhancements to finance function’s operating model.~~ _•~~Reviewed the 2011 investment portfolio and considered allocation~~collaborative member of the ~~portfolio~~Executive Committee ● Advanced marketing and distribution process which helped lead to ~~equity investments.~~greater submission flow, new opportunities and closer and more intensive broker relationships ~~Notwithstanding the above achievements Mr. Houghton did not receive a bonus~~ ● Improved alignment within Aspen Re across geographies and senior management ● Developed plan to improve diversity in ~~2011 due to overall corporate performance.~~	~~N/A (Mr. Houghton left the Company on February 29, 2012.)~~Aspen Re leadership team
Brian Boornazian		●_•~~Achieved strong underwriting performance in difficult period of catastrophe losses.~~ _•~~Achieved strong average return on equity over 5 year period in the reinsurance segment.~~ _•~~Worked towards development of Aspen U.S. as a brand.~~ _•~~Key senior executive member working towards promotion of Aspen spirit.~~ _•~~Reviewed consistency and responsibility of Aspen Re’s underwriting processes.~~ _•~~Helped support and build the operational structure of the reinsurance segment.~~	_•Ensured Aspen Re delivered on its ~~2012~~2014 business ~~plan by ensuring~~plan. ● Supported distribution strategy for expansion with core clients in each region and ensured the successful implementation of the U.S. regional, agriculture and surety business initiatives. ● Worked with the Aspen Re ~~performed in a year with difficult conditions and catastrophe events such as Costa Concordia and Superstorm Sandy. Also ensured~~leadership to significantly enhance Aspen Re’s marketing strategy. ● Ensured that 100% of audits were satisfactory and that there were no significant compliance breaches in ~~reinsurance.~~Aspen Re. ●_•~~Ensured~~ Provided leadership to our ARA operation in Rocky Hill and addressed the operational requirements of the U.S. platform as a ~~consistent~~whole.	● Exceeded delivery of Aspen Re's 2015 business plan as measured by net income, loss ratio, and ~~responsible underwriting approach in all areas of reinsurance for 2012.~~combined ratio. ●_•~~Increased level of communication~~ In conjunction with ~~investors.~~ _•~~Evaluated~~others, refined and ~~re-established, where necessary,~~implemented Aspen Re’s ~~appetite for “near-term” catastrophe events.~~distribution and marketing strategy. ●_• Ensured the successful implementation of the U.S. regional initiative through marketing, client contact, product support and technical guidance. ● Continued growth and development of Aspen Capital Market initiatives, including successful renewal of Silverton and other collateralized reinsurance arrangements. ● Helped to ensure Aspen Re achieved satisfactory audits. ● Worked as an effective and collaborative member of the senior executive team.
Emil Issavi	●Achieved ~~moderate growth~~the 2014 business plan as measured by GWP, Combined ratio and ROE. ● Successfully rationalized Product head and Managing director responsibilities and reporting lines to achieve a more efficient management reporting structure within Aspen Re. ● In conjunction with the ~~depth~~Group Chief Executive Officer and ~~breadth~~the Chief Executive Officer of ~~relationships with existing clients and some expansion~~Aspen Re, developed the next phase of the Aspen ~~brand beyond Bermuda~~Re strategy. ● Ensured that 100% of audits were satisfactory and that there were no significant compliance breaches in Aspen Re. ● Supported the ~~U.S.~~development of our successful distribution and marketing strategy.	●_• Exceeded delivery of the 2015 business plan as measured by GWP, combined ratio and ROE ● Facilitated the underwriting of a number of large, profitable new contracts which enhanced GWP growth ● Ensured that underwriting standards properly cascaded through Aspen Re’s regional structure ● Ensured all audits were satisfactory and there were no significant compliance breaches in Aspen Re ●Worked ~~effectively as a senior executive member~~with the Chief Executive Officer and Chairman of Aspen Re to ~~build and instil~~successfully execute Aspen Re’s strategy ● Successfully assumed the ~~Aspen spirit across the business.~~
~~James Few~~		_•~~Created and drove new strategic plans~~role of Chief Underwriting Officer for Aspen ~~Re Europe and Asia.~~U.K. _•~~Built and developed operational structure of the reinsurance segment.~~ _•~~Promoted the Aspen brand to investors and at industry events.~~ _•~~Oversaw relocation of Bermuda operations to new premises and assumed greater operational responsibility for Bermuda matters.~~ _•~~Achieved considerable success outside the sphere of property catastrophe exposures.~~	_•~~Worked effectively as a senior executive member to build and instil the Aspen spirit across the business.~~ _•~~Ensured that Aspen Re delivered on 2012 business plan during a difficult period of catastrophe loss and prolonged soft market in most lines of business.~~ _•~~Developed strong operational framework for Aspen Re through role integrations and changes.~~ _•~~Continued to work hard to promote Aspen Re in the market.~~ _•~~Re-examined and re-defined as necessary Aspen group catastrophe risk appetite.~~ _•~~Grew our presence in managed funds.~~ _•~~Continued to work towards a comprehensive 3 to 5 year strategic plan for Aspen Re in Asia, the Middle East and North Africa.~~

~~Executive~~

~~2011 Individual Achievements~~

~~2012 Individual Achievements~~

~~Mario Vitale~~

_•~~Developed and continued to lead our U.S. insurance platform.~~

~~The limited number of achievements listed reflect the fact that Mr. Vitale joined the Company during 2011.~~

_•~~Worked towards achievement of Aspen U.S. insurance plan.~~

_•Achieved many operational enhancements for Aspen U.S. insurance, including improving compliance, governance and audit process efficiency and effectiveness. Updated and enhanced insurance business development strategy and supported enhancements to the IT platform.

_•Improvements to Aspen U.S. brand and customer client focus, including increased visibility of Aspen within the U.S. market through the shift of media relations from Group to U.S. insurance and encouraging and achieving strong participation in major industry events.

_•~~Recruited, identified and retained top talent, in addition to implementation of a comprehensive U.S. training schedule that tracks across all business areas.~~

(1) Mr. Postlewhite’s achievements in 2014 were in connection with his role as Group Chief Risk Officer prior to his appointment as Chief Executive Officer of Aspen Re in September 2014.

Based on Company performance, the performance of our business segments and teams, ~~as well as~~and the achievement of individual objectives, the following table summarizes the key compensation ~~actions~~decisions made in ~~2012~~2015 for each ~~NEO.~~of our NEOs. Details of these

actions are described in more detail in the ~~section~~sections below.

Named Executive Officer 2012
% Salary
Increase 2012
Actual
Bonus
Awarded
2012
Actual
Bonus
Awarded
(% of
Target)
Grant Date Fair
Value of 2012
Performance
Shares Grant Date
Fair Value of
Restricted
Share Units Value of 2012
Performance
Shares Earned (1)
Christopher O’Kane
3.0% $   1,505,465    99.9% $1,469,163 $539,988 $436,160
John Worth
— $      380,328 (2) N/A (2) $   271,963 $144,899 $  70,416
Julian Cusack
3.2% $      665,891    110% $   440,749 $161,976 $130,822
Richard Houghton (3)
— —    — $   440,749 $161,976 —
James Few
8.7% $      966,000    150% $   881,498 $323,978 $261,677
Brian Boornazian
3.7% $      831,600    110% $   881,498 $323,978 $261,677
Mario Vitale
— $      450,000       50% $   881,498 $323,978 $261,677
The compensation for Messrs. O’Kane and Kirk in 2015 reflects our overall Group results and the fact that their annual bonus is established 100% by reference to group results, whereas the compensation for Messrs. Postlewhite, Boornazian and Issavi reflect the relative over-performance of Aspen Re. See “Elements of Compensation — Annual Cash Incentive — Annual Incentive Pool Funding Components” below for the weighting of each component of compensation for each of our NEOs.



Named Executive Officer	2015 % Salary Increase ⁽¹⁾	2015 Actual Bonus Awarded ⁽²⁾	2015 Actual Bonus Awarded (% of Target)	Grant Date Fair Value of 2015 Performance Shares (2015-2018)	Grant Date Fair Value of Restricted Share Units (2015-2018)	Value of 2015 Performance Shares Earned in 2015 ⁽³⁾
Christopher O’Kane	3.3%	$1,257,066	76%	$2,619,082	$926,849	$1,013,044
Scott Kirk	2.9%	$411,603	77%	$654,751	$231,681	$253,285
Stephen Postlewhite	0.0%	$1,007,510	120%	$1,145,844	$405,473	$443,249
Brian Boornazian	2.0%	$826,000	100%	$982,146	$347,543	$379,928
Emil Issavi	0.0%	$907,500	110%	$982,146	$347,543	$379,928


(1)	~~65.8%~~Represents increase of salary rate in effect at year-end 2015 over the rate in effect at year-end 2014.

(2)

Messrs. O’Kane and Kirk each received a portion (73%) of their annual bonus in cash and a portion (27%) of their annual bonus in restricted share units granted on February 8, 2016. The 2015 bonus amounts for Messrs. O’Kane and Kirk reflected in the table above include both the cash and equity components of their annual bonus. The decision to grant a portion of their 2015 annual bonus in equity was taken in the context of our overall 2015 performance and 2015 bonus pool funding model and to further align their interests with our shareholders. For a description of our restricted share units, see “Executive Compensation — Narrative Description of Summary Compensation and Grants of Plan-Based Awards — Share Incentive Plan — Restricted Share Units” below.

(3)

93.5% of one-third of the ~~2012~~2015 performance shares granted were eligible to be earned and “banked” based on ~~2012~~the 2015 diluted ~~book value per share~~BVPS growth ~~after adding back dividends (see~~test described in “— Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity Incentives” ~~below).~~below. Value is based on a closing price of ~~$32.08~~$48.30 per share of the Company’s ordinary shares on December 31, ~~2012~~2015, as reported by the NYSE. All performance shares earned remain outstanding until the completion of a three-year service-vesting period.

~~(2)~~

~~Represents the contractually guaranteed bonus for 2012 pursuant to the terms of Mr. Worth’s employment agreement.~~

~~(3)~~

~~Mr. Houghton left the Company as of February 29, 2012 and as a result his stated awards were subsequently forfeited.~~

Elements of Compensation

Base Salary

Although base salary ~~comprises a relatively small portion~~is not the primary element of ~~our~~the total ~~target~~ direct compensation ~~pay mix~~ for our ~~senior executives,~~NEOs, it remains a critical component of our pay program and allows us to attract and retain key talent.

Base salary is normally a fixed amount based on relevant market comparisons and any increases to base salary for our NEOs ~~is in part~~are based on their performance and ~~are~~ awarded at the discretion of the Compensation Committee based on the recommendations made by ~~management~~our Chief Executive Officer (other than with respect to ~~the Chief Executive Officer)~~himself). In the case of the Chief Executive Officer, the Chair of the Compensation Committee develops any recommended changes to base salary and is provided with information and advice by Towers Watson.

~~When~~

We consider numerous factors when reviewing base ~~salaries, we consider several factors,~~salary, including:

our goal to generally provide base salaries at the median of the relevant ~~market;~~

market for similar roles;

our overall merit increase budget;

the performance of the business and the executive;

the historical context of the executive’s compensation;

the importance and responsibilities of the role;

the experience, skills and knowledge brought to the role by the executive; and

the function undertaken by the role.



The annual salary review process is governed by an overall budget related to market conditions in the relevant employment markets and broader economic considerations. Our annual salary review process is not intended to be solely a “cost of living” increase or a contractual entitlement to salary increases. Within this overall governing budget, individual salary ~~reviews~~increases are discretionary and take into account the above-mentioned factors and internal ~~equity.~~equity considerations. We believe ~~that~~ this approach mitigates the risk associated with linking salary increases to short-term outcomes. In the last three years, the overall budget for salary increases averaged 3.0% per annum.		Base salary increases for our NEOs in 2015 generally reflect typical market movement.

~~Executive officers~~

Each of our NEOs have an employment ~~agreements~~agreement with either the Company or one of the Company’s subsidiaries that ~~specify~~specifies their initial base salary. Generally, ~~they~~our NEOs are entitled to ~~a review on~~ an annual ~~basis,~~review of their base salary with any changes effective as of April 1 of the relevant year. ~~Even though~~Although we conduct an annual review of base salaries, we are not legally obligated to increase ~~salaries; however,~~salaries. However, we are ~~not~~ contractually ~~able to decrease~~precluded from decreasing salaries. We are generally mindful of our overall goal to pay base salaries for experienced executives at around the median of the peer group and the market for similar roles. We do not apply this principle mechanistically, but take into account the factors outlined above and the total compensation picture for each individual.

The following table summarizes the ~~2012~~2015 base salary increases for our NEOs. For ~~2012,~~2015, the average base salary ~~increases~~increase for our NEOs ~~are in line with our overall merit increase budget of 3%~~was 1.64%. ~~The increase in Mr. Few’s base salary reflects an increase in his duties and responsibilities within reinsurance and the alignment of his salary with other executives with similar roles.~~

Named Executive
Officer

2011 Annualized
Base Salary (1)
2012 Annualized Base
Salary (1) % Increase
Christopher O’Kane(2)
$835,929 $861,007 3.0%
John Worth(2)
— $618,033(3) —
Julian Cusack(2)
$586,339 $605,355 3.2%
Richard Houghton(2)
$586,339 $605,355(4) —
James Few
$515,000 $560,000 8.7%
Brian Boornazian
$540,000 $560,000 3.7%
Mario Vitale
$750,000 $750,000 —



Named Executive Officer	2014 Annualized Base Salary ⁽¹⁾	2015 Annualized Base Salary ⁽¹⁾	% Increase
Christopher O’Kane ⁽²⁾	$920,100	$950,770	3.3%
Scott Kirk ^{(2) (3)}	$521,390	$536,725	2.9%
Stephen Postlewhite ^{(2) (4)}	$559,728	$559,728	0.0%
Brian Boornazian	$600,000	$612,000	2.0%
Emil Issavi ⁽⁵⁾	$550,000	$550,000	0.0%


(1)	Represents salary rate at year-end ~~of 2011~~2014 and ~~2012,~~2015, respectively.

(2)

Compensation paid to Messrs. O’Kane, ~~Cusack, Houghton~~Kirk and ~~Worth were~~Postlewhite was denominated in British ~~Pounds and to~~Pounds. To demonstrate the quantum of salary increases, amounts for both 2014 and 2015 were converted into U.S. Dollars at the exchange rate of ~~$1.5847~~$1.5335 to £1, the average exchange rate for ~~2012,~~2015. The average exchange rate for ~~both 2011 and 2012.~~2015 was calculated based on a monthly exchange rate, sourced from a third-party provider, averaged over the 2015 calendar year.

(3)

Mr. ~~Worth joined the Company in November 2012. The~~Kirk’s 2014 annualized base salary ~~actually paid~~represents his salary at year-end 2014 after taking into account his “acting-up” allowance of £8,168 ($12,526) in 2014, which is the pro rata amount of £106,190 ($162,842), to ~~Mr. Worth for services rendered~~provide him with a salary equivalent of £340,000 ($521,390) in ~~2012 was $103,006.~~connection with his appointment to the position of Group Chief Financial Officer in December 2014.

(4)

Mr. ~~Houghton left~~Postlewhite entered into a new service agreement with Aspen Insurance UK Services Limited (“Aspen Services”) in September 2014 in connection with his appointment to the ~~Company as~~position of ~~February 29, 2012. The~~Chief Executive Officer of Aspen Re. In connection with such appointment, Mr. Postlewhite’s salary increased from £329,000 ($505,442) to £365,000 ($559,728), which represented an 11% increase. As a result, he did not receive a salary increase during the annual salary review in early 2015.

(5)

Mr. Issavi received a salary and bonus adjustment in October 2014 in connection with his appointment to the position of President of Aspen Re in September 2014. In connection with such adjustment, Mr. Issavi’s salary increased from $500,000 to $550,000, which represented a 10% increase, and a bonus potential increase from 120% to 150% of base salary. As a result, he did not receive a salary ~~actually paid to Mr. Houghton for services rendered~~increase during the annual salary review in ~~2012 was $97,723.~~early 2015.

Annual Cash Incentive

Our annual cash incentive program ~~comprises~~is a ~~significant portion~~strategic and important element of our total direct compensation program and is a key ~~element in~~for measuring and rewarding performance in the short-term. Annual cash bonuses are intended to reward executives and other staff for consolidated annual performance, individual team results and individual achievements and contributions over the previous fiscal year.

Annual Incentive Pool Funding Components

~~Historically, our annual incentive pool was funded based on corporate performance against the Company’s operating return on equity.~~

In early 2012, the Compensation Committee approved changes to our bonus pool funding mechanism to allow for a component of the bonus for our underwriting population to be funded equally based on corporate performance in terms of operating return on equity and ~~team~~business segment performance against return on allocated equity. The following table illustrates the weighting of each component for each of our NEOs.

Executive Group


Corporate Funding


Team Funding

Chief Executive Officer
   100%    —
Corporate Executive Committee Members
(John Worth and Julian Cusack)    100%    —
Underwriting Executive Committee Members
(Messrs. Boornazian, Few, and Vitale)    50%    50%



Executive Group	Corporate Funding	Business Segment Funding
Chief Executive Officer	100%	0%
Corporate Executive Committee Members (Scott Kirk)	100%	0%
Underwriting Executive Committee Members (Messrs. Boornazian, Postlewhite, and Issavi)	50%	50%

Pool Funding Measures and Achievement

Consistent with our historic practice, the corporate component of our annual incentive pool funding for ~~2012~~2015 was quantitative and based on performance against the Company’s operating return on ~~equity. For 2012, we altered the definition of operating return on~~ equity ~~to include~~(including accumulated other comprehensive ~~income~~income) to better represent performance relative to the total ordinary shareholders’ accumulated investment in the business and retained earnings.

The Compensation Committee established the ~~2012~~2015 corporate operating return on equity (including accumulated other comprehensive income) ~~performance levels~~bonus pool funding target based on our business ~~plan~~plans and an assessment of the investment and business ~~cycle as follows:~~

Performance Level Corporate Operating Return
on Equity (1) Approximate Resulting Bonus Payout
(as a % of Bonus Potential)
Threshold
4.3% 50%
Target
8.9% 100%
Maximum
14.8% 140%

~~(1)~~

~~For a reconciliation of return on equity to operating return on equity, see “Reconciliation of Non-GAAP Financial Measures” in Appendix B.~~

cycle. The corporate component of the annual incentive pool is funded at:

100% upon achievement of an operating return on equity of 11.0% (including other comprehensive income),

50% upon achievement of an operating return on equity of 7.33% (including other comprehensive income) and

140% upon achievement of an operating return on equity of 16.5% (including other comprehensive income).

For ~~2012, our~~a reconciliation of return on equity to operating return on equity, see “Reconciliation of Non-GAAP Financial Measures” in Appendix A.

Our underwriting teams, including our NEOs responsible for an underwriting team or segment, had a portion of their bonus pool funding based on ~~team~~business segment return on allocated equity performance against ~~plan.~~plan for 2015. To determine the funding levels for each underwriting team, the Chief Executive Officer presented the Compensation Committee with a scorecard summarizing return on allocated equity performance against plan ~~as well as~~and other considerations pertinent for the Compensation Committee to review in making the pool determination.

Based on ~~operating return on equity performance of 8.5%,~~ the bonus pool funding ~~for corporate~~formula and taking into account performance ~~was 96% of target. On average, based on return on allocated equity performance,~~throughout the year, the Compensation Committee approved an overall bonus pool funding of 75% of target for ~~team performance was 73% of target.~~

2015.

Bonus Potential and Actual Award Levels

Each eligible employee is allocated a ~~‘bonus potential’~~“bonus potential” which expresses the amount of bonus they should expect to receive if the Company, the team to which they belong and ~~they as individuals~~themselves individually perform at target. While individual bonus potentials are not capped, there is a cap on the ~~total~~formulaic bonus ~~payable~~pool funding in any one year.

Once the bonus pool is established, underwriting and functional teams are allocated portions of the bonus pool based on team performance as assessed by the Chief Executive Officer, considering both quantitative and qualitative performance and risk data. Individual bonuses are then allocated based on achievement against individual objectives set forth in the beginning of each year and evaluated during the annual performance ~~review.~~review, as well as qualitative analysis, risk data and cultural and behavioral aspects of performance. Individual objectives may be qualitative and/or quantitative and may include financial goals, enhanced efficiencies and expense reduction, talent development or other strategic ~~initiatives – but the process of determining individual bonuses is not formulaic.~~initiatives. Individual objectives may change one or more times during the year in order to ensure they remain fair, relevant and responsive to the complex and dynamic nature of our ~~business and relative to the market objectives.~~

business.

We believe ~~that~~ basing awards on a variety of factors diversifies the risk associated with any single indicator. In particular, individual awards are not tied to formulas, ~~that~~which we believe could focus executives on specific ~~short term~~short-term outcomes that might encourage excessive ~~risk taking.~~

~~Based on~~risk-taking. In addition, through the exercise of prudent judgement, the Compensation Committee may adjust awards as it deems appropriate.

In determining each of our NEO’s annual bonus for 2015, the Compensation Committee took into account our financial performance ~~as well as~~during 2015, including our results in each of our insurance and reinsurance segments, the achievement of ~~2012~~our NEOs’ 2015 individual objectives (each as ~~outlined above,~~described above), and the Compensation Committee’s determination of our progress to date in executing our long-term goal to deliver enhanced returns to shareholders. The following table provides a comparison of bonus potential and actual awards for each ~~NEO.~~

Named Executive Officer    2012 Bonus Potential    2012 Actual Bonus
   % of Base
Salary    $ Value
% of
Base
Salary
   $ Value    % of Bonus
Potential
Christopher O’Kane
   175    $ 1,506,762       175       $ 1,505,465       99.9
John Worth (1)
   —    —       —       $ 380,328       —
Julian Cusack
   100    $ 605,355       111       $ 665,891       110
Richard Houghton (2)
   100    $ 605,355       —       —       —
James Few
   115    $ 644,000       176       $ 966,000       150
Brian Boornazian
   135    $ 756,000       150       $ 831,600       110
Mario Vitale
   120    $ 900,000       60       $ 450,000       50

~~(1)~~

~~Mr. Worth’s bonus represents a contractually guaranteed amount of $380,328.~~

~~(2)~~

~~Mr. Houghton left the Company as of February 29, 2012 and as a result did not earn a bonus for 2012.~~

of our NEOs.

25

Named Executive Officer 2015 Bonus Potential 2015 Actual Bonus
% of Base
Salary $ Value % of Base
Salary $ Value % of Bonus
Potential
Christopher O’Kane ⁽¹⁾
175% $ 1,663,848
133% $ 1,257,066
76%
Scott Kirk ⁽¹⁾
100% $ 536,725
77% $ 411,603
77%
Stephen Postlewhite 150% $ 839,591
180% $ 1,007,510
120%
Brian Boornazian 135% $ 826,200
135% $ 826,000
100%
Emil Issavi 150% $ 825,000
165% $ 907,500
110%
(1) Messrs. O’Kane and Kirk each received a portion (73%) of their annual bonus in cash and a portion (27%) of their annual bonus in restricted share units granted on February 8, 2016. The 2015 bonus amounts for Messrs. O’Kane and Kirk reflected in the table above include both the cash and equity components of their annual bonus. The decision to grant a portion of their 2015 annual bonus in equity was taken in the context of our overall 2015 performance and 2015 bonus pool funding model and to further align their interests with our shareholders. For a description of our restricted share units, see “Executive Compensation — Narrative Description of Summary Compensation and Grants of Plan-Based Awards — Share Incentive Plan — Restricted Share Units” below.

Long-Term Equity Incentives

For our NEOs, long-term equity compensation reflects the largest single portion (61% for 2015 in the case of the CEO and an overall average of 52% for 2015 in the case of our other NEOs) as well as the most critical component of their total target direct compensation package.

In order to balance our performance and retention objectives as well as align our program with the types of programs offered at our peers, the Compensation Committee approved a portfolio approach to delivering equity for 2012. For our NEOs, the majority of the award, 75%, was delivered in the form of performance shares and the remaining 25% was delivered in restricted share units. We believe this approach continues to strongly align the interests of our executives with those of our ~~shareholders.~~

shareholders and serves as an effective retention tool.



In order to balance our performance and retention objectives and align our program with the types of programs offered by our peers, the Compensation Committee approved a portfolio approach to delivering equity for 2015. For our NEOs, 75% of the award was delivered in the form of performance shares and the remaining 25% was delivered in the form of time-based restricted share units. The mix is weighted so that a greater portion of our NEOs’ long-term equity compensation is performance-based and aligned with our shareholders’ interests. The portion delivered in time-based restricted share units is intended to serve as an ongoing retention tool and a continuing link to shareholder value, given that the value of the restricted share units increases only to the extent that the Company’s share price increases. The portion delivered in performance shares deliver value to our NEOs if the shares are earned over the performance period based on pre-determined financial metrics and the value of the performance shares is also linked to the value of the Company’s shares.

~~2012~~ 2015Grant

When making ~~2012~~2015 award determinations, the Compensation Committee considered ~~many~~numerous factors, including:

~~Cost~~cost and annual share usage;

~~Number~~number of employees who will be participating in the plan;

~~Market~~market data from ~~competitors in respect of the percentage of outstanding shares made available for annual grants to employees;~~

competitors;

~~Individual~~individual achievements against objectives; and

~~Retention~~retention and motivation needs for key employees.

Grants of time-based restricted shares made in 2015 typically vest in three equal installments over three years subject to continued service with the Company. The performance shares granted in 2015 are subject to a three-year service vesting period with a separate annual growth in BVPS test for each calendar year during the vesting period (one-third of the award may be earned in each calendar year). Any portion of the performance shares earned based on the annual BVPS growth is deemed “banked” or

“earned” and issued following completion of the three-year service-vesting period. Other than with respect to special equity awards that the Compensation Committee elects to grant from time to time, the Compensation Committee typically makes determinations with respect to and grants annual long-term equity compensation at its February meeting each year.

The table below provides a summary of the equity awards made for each NEO in ~~2012:~~

Executive Performance Shares Restricted Share Units
Target # of
Shares
Awarded Grant Date Fair
Value of Award # of Shares
Awarded Grant Date Fair
Value of Award
Christopher O’Kane
61,990    $ 1,469,163    21,246    $ 539,988
John Worth (1)
10,006    $ 271,963    5,047    $ 144,899
Julian Cusack
18,597    $ 440,749    6,373    $ 161,976
Richard Houghton (2)
18,597    $ 440,749    6,373    $ 161,976
James Few
37,194    $ 881,498    12,747    $ 323,978
Brian Boornazian
37,194    $ 881,498    12,747    $ 323,978
Mario Vitale
37,194    $ 881,498    12,747    $ 323,978

~~(1)~~

~~The grants for Mr. Worth were made in conjunction with the commencement of his employment with the Company.~~

~~(2)~~

~~Mr. Houghton forfeited his awards as a result of his departure from the Company on February 29, 2012.~~

~~2012-2014~~2015:



Named Executive Officer	Performance Shares			Restricted Share Units
Named Executive Officer	Target # of Shares Awarded	Grant Date Fair Value of Award		# of Shares Awarded	Grant Date Fair Value of Award
Christopher O’Kane	67,294	$	2,619,082	22,431	$	926,849
Scott Kirk	16,823	$	654,751	5,607	$	231,681
Stephen Postlewhite	29,441	$	1,145,844	9,813	$	405,473
Brian Boornazian	25,235	$	982,146	8,411	$	347,543
Emil Issavi	25,235	$	982,146	8,411	$	347,543

2015-2017, 2014-2016 and 2013-2015 Performance Share ~~Cycle~~

~~As part of its review of the current long-term incentive plan, the~~Cycles

The Compensation Committee determined that the annual performance measure for the ~~2012~~2015 performance share grant, which covers the ~~2012-2014~~2015-2017 cycle, would be based on annual growth in ~~book value per share as compared to return on equity used in historic cycles. For purposes of our~~diluted BVPS. This is consistent with the performance measure for the 2013 and 2014 performance share ~~plan, book value per share is defined as diluted book value per share adjusted to add back ordinary dividends to shareholders’ equity at~~grants which cover the ~~end of~~2013-2015 and 2014-2016 cycles.

As noted above, the ~~relevant year.~~

~~The~~ performance shares granted in ~~2012~~each of 2013, 2014 and 2015 are subject to a three-year ~~service-vesting~~service vesting period with a separate annual growth in ~~book value per share~~diluted BVPS test for each calendar year ~~(1/3~~^rdduring the vesting period (one-third of the award may be earned each calendar year). Any portion of the ~~grant made in 2012 deemed to be~~performance shares earned based on ~~performance will be~~the BVPS growth is deemed “banked” or “earned” and issued following ~~the~~ completion of the three-year service-vesting ~~period and determination of the 2014 book value per share.~~ period.

To ensure that the Company performs consistently over the long-term, the maximum number of shares that may be earned with respect to a fiscal year will be limited to the “target” for such fiscal year if the average ~~book value per share~~BVPS growth for ~~the~~such fiscal year and the immediately preceding fiscal year does not exceed the “threshold” average for that same period. However, if the Compensation Committee determines that performance may be due to circumstances outside of the executive’s control, such as rising interest rates and bond yields, they may in their discretion disregard this limitation and provide for an award above target.

The Compensation Committee establishes the annual growth in ~~book value per share~~BVPS test taking into account the Company’s business plans, to the extent practicable, at the beginning of each fiscal year. For ~~2012,~~2015, the performance criteria for the ~~2012~~2015 annual growth in ~~book value per share~~BVPS test (for which ~~1/3~~^rdone-third of the ~~2012-2014~~2015-2017, one-third of the 2014-2016 and one-third of the 2013-2015 performance share ~~grant~~grants may be earned) is as follows:

Performance Level    2012 Growth in Book Value
Per Share Approximate Resulting Shares
Earned
(as a % of target) (1)
Threshold
   5 % 10 %
Target
   10 % 100 %
Maximum
   20 % 200 %



Performance Level	2015 Growth in Adjusted Diluted Book Value per Ordinary Share		Approximate Resulting Shares Earned (as a % of target) ⁽¹⁾
Threshold	5.6	%	10.0	%
Target	11.1	%	100.0	%
Maximum	22.2	%	200.0	%


(1)	Shares earned will be determined on a straight line basis between 10% and 100% if growth in ~~book value per share~~BVPS is between threshold and target and between 100% and 200% if growth in ~~book value per share~~BVPS is between target and maximum.

For purposes of the annual growth in the diluted BVPS test, diluted BVPS is defined as the diluted BVPS (as adjusted to add back ordinary dividends to shareholders’ equity at the end of the relevant year), as calculated in accordance with the accounting policies and definitions adopted for purposes of preparation of the Company’s annual audited financial statements. The definition of diluted BVPS growth for purposes of the annual growth in diluted BVPS test for 2015 excludes (i) accumulated other comprehensive income, (ii) all transactional expenses incurred in connection with any transaction which, if consummated, would result in a change in control including, without limitation, the cost of defending against any such transaction and any third-party legal and advisory costs and (iii) the impact of any capital management actions, including share repurchases and special dividends. See Appendix A “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of adjusted total shareholders’ equity to total shareholders’ equity for purposes of the diluted BVPS test. The Compensation Committee determined that it was appropriate to exclude accumulated

other comprehensive income because management does not have any control over interest rate movements and credit spread movements, each of which can be fairly significant and adversely impact growth in BVPS. Furthermore, the Compensation Committee determined that the other exclusions from the calculation of growth in BVPS were similarly outside the control of management and therefore warranted exclusion. The Compensation Committee will continue to review and evaluate the performance measure for our performance share grants in the future.

Based on the ~~2012~~ growth in diluted ~~book value per share~~BVPS as described above, the awards resulted in a vesting of ~~8.1% after adding back dividends, the first tranche~~93.5% of one-third of each of the 2013, 2014 and 2015 performance share ~~grant which covers~~awards that are subject to the ~~2012-2014 cycle was earned at 65.8% of target.~~

growth in diluted BVPS test for 2015.

Outstanding Performance Share Plans: ~~2010-2012~~2013-2015, 2014-2016 and ~~2011-2013~~2015-2017 Cycles

~~As stated above, prior to 2012, our~~

The following table sets out the annual performance tests for the 2013, 2014 and 2015 performance share awards ~~were subject to an annual return on equity test. With respect to~~and the 2010-2012 and 2011-2013 performance share cycles, one-third of the grant subject to our 2012 return on equity performance was earned at 64.0% of target and 100.0% of target, respectively, as illustrated below:

      2010 2011 2012
Threshold Return on Equity (1)
   7 % 6 % 5 %
Target Return on Equity (1)
   12 % 11 % 10 %
Actual Return on Equity(1)
   11.2 % (5.3) % 10.0 %
2010 Performance Share Awards(2)
   85.6 % —    64.0 %
2011 Performance Share Awards(2)
   N/A    —    100.0 %

vesting results through 2015.



	2013 ⁽²⁾		2014		2015⁽³⁾
Threshold Adjusted Diluted Book Value per Ordinary Share Growth ⁽¹⁾	5.0	%	5.2	%	5.6	%
Target Adjusted Diluted Book Value per Ordinary Share Growth ⁽¹⁾	10.0	%	10.4	%	11.1	%
Actual Adjusted Diluted Book Value per Ordinary Share Growth ⁽¹⁾	6.2	%	13.3	%	10.7	%
2013 Performance Share Awards	31.6	%	129.0	%	93.5	%
2014 Performance Share Awards			129.0	%	93.5	%
2015 Performance Share Awards					93.5	%

~~(1)~~

~~Return on equity goals excludes accumulated other comprehensive income.~~

~~(2)~~(1)

Represents annual performance test; percentage to be applied to ~~1/3rd~~one-third of the original grant.

~~2012~~
(2) The growth in diluted BVPS test for 2013 was refined by the Compensation Committee to reflect the impact of all of our 5.625% Perpetual Preferred Income Equity Replacement Securities being retired during the second quarter of 2013 and the variance between our assumptions of the price at which we would execute our share repurchase program in 2013 against the price at which we actually repurchased our ordinary shares.
(3) The growth in diluted BVPS test for 2015 is described above.

2015 Actual Performance Shares Earned (Reflects Performance Share Cycles for ~~2010-2012, 2011-2013~~2013-2015, 2014-2016 and ~~2012-2014~~

~~Based~~2015-2017)

The following table sets out the shares earned by the NEOs in 2015 based on ~~2012 return on equity performance~~the 2015 annual growth in diluted BVPS test (described above) for our ~~outstanding~~2013-2015, 2014-2016 and 2015-2017 performance share ~~cycles, the NEOs earned the following shares.~~cycles. The shares earned under the ~~2010-2012 cycles~~2013-2015 cycle have been issued and the shares earned under the ~~2011-2013~~2014-2016 and ~~2012-2014~~2015-2017 cycles have been “banked” or “earned” for issuance at the end of the applicable three-year service-vesting ~~period:~~

Cycles Based on Return on Equity Performance Cycle Based on
Book Value Per
Share Performance
Named Executive
Officer 2010 – 2012 Cycle 2011 – 2013 Cycle 2012 – 2014 Cycle
# of Shares Earned
(Based on 2012
Return on Equity
Test Only) Total Number of
Shares Banked and
to be Issued # of Shares Earned
(Based on 2012
Return on Equity
Test Only) # of Shares Banked
(Based on 2012
Book Value Per
Share Test Only)
Christopher O’Kane 22,927 53,592 27,759 13,596
John Worth
— — — 2,195
Julian Cusack 5,350 12,505 7,773 4,078
Richard Houghton(1) — 7,155 — —
James Few 5,732 13,398 8,328 8,157
Brian Boornazian
5,732 13,398 8,328 8,157
Mario Vitale — — 10,556 8,157

period.



	Cycles Based on Adjusted Diluted Book Value Per Ordinary Share Performance
Named Executive Officer	2013 – 2015 Cycle		2014 – 2016 Cycle	2015 – 2017 Cycle
Named Executive Officer	# of Shares Earned (Based on 2015 Test Only)	Total # of Shares Earned and to be Issued	# of Shares Earned (Based on 2015 Test Only)	# of Shares Earned (Based on 2015 Test Only)
Christopher O’Kane	18,825	51,159	24,049	20,974
Scott Kirk ⁽¹⁾	595	1,616	2,104	5,244
Stephen Postlewhite	4,954	13,464	4,509	9,177
Brian Boornazian	9,248	25,131	8,417	7,866
Emil Issavi	4,624	12,565	5,110	7,866

(1)

The awards granted to Mr. ~~Houghton’s 7,155~~Kirk in 2013 represent 1,907 phantom shares ~~that were “banked” for~~which he was granted prior to his appointment on the ~~2010-2012 cycle were issued~~Group Executive Committee on April 1, 2014. The 2013 phantom shares are subject to ~~him upon his leaving~~ the ~~Company on February 29, 2012.~~same testing and vesting conditions as the 2013 performance shares but they are settled in cash following vesting rather than shares.

Share Ownership Guidelines and Policies

The Compensation Committee believes share ownership guidelines are a key vehicle for aligning the interests of management and the Company’s shareholders. Moreover, a meaningful direct ownership stake by our executive officers demonstrates to our investors a strong commitment to the Company’s success. Accordingly, on February 1, 2012, the Compensation Committee approved share ownership guidelines for the Chief Executive Officer which require him to own ~~Company~~ ordinary shares of the Company valued at five times his base salary within five years of ~~their~~the approval of the guidelines (or, for any future Chief Executive Officer, within five years of becoming subject to the ~~guidelines (for any future Chief Executive Officer)~~guidelines). Shares and equity awards issued or granted to the Chief Executive Officer by the Company prior to the approval of ~~these~~the guidelines are not taken into account for purposes of ~~these~~the guidelines.

~~Other~~

On February 4, 2015, the Compensation Committee approved revised share ownership guidelines for the Group Executive Committee, including the NEOs other than the Chief Executive Officer. The revised share ownership guidelines provide that the Chief Financial Officer, the Chief Risk Officer, the Chief Executive Officer of Aspen Insurance, the President of Aspen Insurance, the Chief Executive Officer of Aspen Re and the Chairman of Aspen Re should seek to own Company shares valued at three times their base salary within approximately five years of the approval of the guidelines, inclusive of all previous shares outstanding and granted restricted share units. The revised guidelines also provide that all other members of the Group Executive Committee should seek to own Company shares valued at two and one-half times their base salary within approximately five years of the approval of the guidelines, inclusive of all previous shares outstanding and restricted share units.

Our share ownership policies are intended to work in conjunction with our ~~established “Policy on Insider~~“Insider Trading and Misuse of Inside Information” Policy” which applies to all of the Company’s employees, officers and directors, including our NEOs, and which prohibits, among other things, ~~prohibits~~“hedging” transactions designed to limit or eliminate economic risks ~~to our executives~~ from owning the Company’s ~~ordinary~~ shares, such as buying or selling puts or calls, pledging of shares, short sales and trading of Company shares on a short term ~~basis. The share ownership policies apply to all members~~basis, and pledging of ~~the Group Executive Committee and includes the following key principles:~~

~~All Company~~ shares ~~owned by Group Executive Committee members will be held in their own name or jointly with their spouse;~~

~~All Company shares owned by Group Executive Committee members should be held in a Merrill Lynch brokerage account or other Company approved broker;~~

~~Executive Directors should inform the Chief Executive Officer and the Chairman if they plan to trade Company shares, and should provide detailed reasons for sale upon request;~~

~~Other Group Executive Committee members should obtain permission to trade from the Chief Executive Officer and provide detailed reasons for sale upon request;~~

~~The Compensation Committee will be informed on a quarterly basis of all trading of Company shares by all Company employees;~~

Recommendation that sales by Group Executive Committee members be undertaken using previously adopted and approved Rule 10b5-1 trading programs, where possible with the additional cost of administration connected with such trades to be paid by the Company;

~~Company shares may not be used~~ as collateral for ~~loans, purchasing~~a loan or other extension of ~~Company shares on margin or pledging Company shares in a margin account; and~~

credit.

~~The Chief Executive Officer should inform the Chairman of any decision to sell Company shares.~~

~~In reviewing any request to trade, the Chief Executive Officer will take into consideration:~~

~~the amount of Company shares that an executive holds, the duration of the period over which those shares have been held and the amount of Company shares being requested to be sold;~~

~~the nature of the role held by the executive;~~

~~any reasons related to hardship, retirement planning, divorce, etc. that would require a sale of Company shares;~~

~~the history of trading by the executive;~~

~~the Company shares remaining after the sale; and~~

~~the market conditions and other factors which relate to the Company’s trading situation at the proposed time of sale.~~

Other Executive Benefits and Perquisites

We also maintain employee benefit programs for our NEOs and other employees. Our NEOs generally participate in our retirement and health and welfare benefits, including medical, dental and vision coverage and life and long-term disability insurance, as applicable, on the same basis as all of the other employees in their local jurisdiction, subject to satisfying any eligibility requirements and applicable local law. In addition, Mr. Boornazian is eligible for supplemental life and disability insurance. ~~As additional recruitment incentives in respect of our hiring~~ Mr. ~~Vitale, we agreed to provide~~Issavi is also provided with supplemental ~~life and long-term~~ disability ~~benefits that are comparable to the coverage Mr. Vitale received from his prior employer.~~

insurance.

Our NEOs that are benefit-eligible in the United States are eligible to participate, on the same basis as all our benefit-eligible U.S.-based employees, in a tax-qualified retirement savings plan that we sponsor in the United States that provides a cost-effective retirement benefit for all benefit-eligible U.S.-based employees. The Company makes profit sharing and matching contributions to the plan on behalf of the employees. In addition, certain of our NEOs are eligible to participate in retirement plans sponsored by us in a non-United States jurisdiction on the same basis as other employees in that jurisdiction. For a further discussion of our retirement benefit plans, see “Retirement Benefits” below. ~~Mr. Vitale~~Messrs. Boornazian and Issavi also ~~participates~~participate in ~~our~~the Aspen Insurance U.S. Services Inc. Nonqualified Deferred Compensation ~~Plan.~~Plan (which we refer to as the Nonqualified Deferred Compensation Plan). The Nonqualified Deferred Compensation Plan was established primarily due to the limitations imposed on benefits payable under tax-qualified retirement plans by the U.S. Internal Revenue Code. ~~Mr. Vitale~~During 2014, the Nonqualified Deferred Compensation Plan was ~~chosen~~adopted and made available to the Company’s senior executives located in the United States. By providing these executives with the opportunity to participate in the Nonqualified Deferred Compensation Plan, the Compensation Committee believed it will assist the Company in ~~order to maintain the retirement benefits that were made available to him at his prior employer.~~retaining these executives. For a further discussion of our Deferred Compensation Plan, see ~~“2012~~the “2015 Non-Qualified Deferred Compensation” table below.

The Company does not have a formal perquisite policy although the Compensation Committee periodically reviews perquisites for our NEOs. ~~Rather,~~However, there are certain specific perquisites and benefits ~~with~~ which the Company has agreed to compensate particular executives based on their specific situations. ~~In particular,~~For example, club membership is provided to our ~~Bermudian-based~~U.S.-based NEOs ~~receive various perquisites provided by or paid by the Company given the unique challenges~~to enable them to establish social networks with clients and executives in our industry in furtherance of the Bermuda market, including travel to and from the island and the cost of living and maintaining a residence, which are consistent with competitive practices in the Bermuda market and have been necessary for recruitment and retention purposes.

•

~~Housing Allowance.~~ Non-Bermudians are restricted by law from owning certain property in Bermuda. This has led to a housing market that is largely based on renting to expatriates who work on the island. Housing allowances are a near universal practice for expatriates and also for some local Bermudians in key positions. We base our housing allowances on market information available through local benefits surveys and from information available from the housing market. The allowance is based on the level of the position compared with market data.

•

~~Club Membership.~~ ~~This benefit is provided to our Bermudian- and U.S.-based NEOs. It enables our NEOs to establish social networks with clients and executives in our industry in furtherance of our business.~~

•

~~Home Leave.~~ This benefit is common practice for expatriates who are working outside of their home country. We believe that this helps the expatriate and his/her family keep in touch with the home country in respect of both business and social networks. Such a benefit is provided by other companies within our peer group, is necessary for both recruitment and retention purposes and is important for the success of the overseas assignment.

our business.

For more information regarding other executive benefits and perquisites, please see “—2015 Summary Compensation Table” and the accompanying footnotes below.

Employment Agreements; Change in Control and Severance Benefits

We have employment agreements with each of our NEOs setting forth the terms and conditions of their employment with us, which we believe provide a total compensation package competitive with the package offered by companies with whom we compete for executive talent. For more information regarding the terms and conditions of our NEOs’ employment, please see “Narrative Description of Summary Compensation Table and Grants of Plan-Based Awards — ~~Employment Related~~Employment-Related Agreements” below.

The Compensation Committee believes that agreeing to provide reasonable severance benefits is common among similar companies and is essential to recruiting and retaining key executives, which is a fundamental objective of our executive compensation program. Accordingly, we provide the opportunity for ~~certain of~~ our NEOs to be protected under the severance and change in control provisions contained in their employment agreements. We provide this opportunity to attract and retain an appropriate caliber of talent for the position and also to allow an executive to remain focused on our business without undue personal concern in the event that his or her position is eliminated or, in some cases, significantly altered by the Company, which is particularly important in light of the executives’ leadership roles at the Company.

In February 2015, following a review of our NEOs’ employment of service agreements, the Board agreed to increase the cash severance payable to certain of our NEOs in connection with a termination without “cause” or for “good reason,” in each case prior to or within two years following a “change in control” of the Company. In particular, the change of control employment agreements (which are an addendum to the NEOs’ employment of service agreements) of Messrs. Kirk, Postlewhite, Boornazian and Issavi increase the cash severance payable to them in connection with such a qualifying termination from one times the sum of the highest salary during the term of the agreement and the average bonus actually earned during the three years immediately prior to the year of termination to, in the case of Mr. Kirk, one and one-half times such sum and, in the case of Messrs. Postlewhite, Boornazian and Issavi, two times such sum. Our severance and change in control provisions for the NEOs are summarized in “Narrative Description of Summary Compensation Table and Grants of Plan-Based Awards — ~~Employment Related~~Employment-Related Agreements” and “— Potential Payments upon Termination or Change in Control.”

Executive Compensation Governance and Process

The Role of the Independent Compensation Committee

The Compensation Committee is responsible for establishing and implementing the Company’s compensation philosophy and determining compensation actions for the Company’s senior leadership. In the case of the Chief Executive Officer, the Chairman assesses his performance against the Company’s business ~~plan~~plans and other objectives established by the Board and makes compensation recommendations to the Compensation

Committee. The Compensation Committee reviews management’s recommendations but specifically approves awards for other senior executives including the NEOs. Our Compensation Committee is comprised solely of independent directors. Each member of the Compensation Committee is deemed independent.

The Compensation Committee’s charter, which sets out its specific duties and responsibilities, can be found on our website at~~www.aspen.co~~.

www.aspen.co.

Compensation Consultants and the Role of the Independent Compensation Consultant

The Compensation Committee appointed Towers Watson as its compensation consultant to provide (i) input on the Compensation Discussion and Analysis, (ii) benchmarking analysis in respect of the Chief Executive Officer, Chairman and non-executive director compensation, (iii) realizable pay and performance study for the Chief Executive Officer, (iv) input on peer group filings and establishment of a peer group for compensation benchmarking purposes, (v) a review of the competitive market for executive positions, (vi) a review of the Company’s goal setting and ~~(vi)~~metrics calibration process and (vii) input on performance-based program design changes including performance targets under ~~2012~~the 2015 performance shares and bonus funding. We paid approximately ~~$300,000~~$338,220 in compensation-related fees to Towers Watson in ~~2012.~~2015. In ~~2012,~~2015, we also ~~purchased capital modeling software and services in the amount of approximately $530,000 from~~paid Towers Watson Software, an affiliate of Towers Watson after the predecessor software company was purchased by Towers Watson in January 2011, approximately $996,508 for capital modeling software and ~~paid~~related services, of which, due to the timing of invoices, approximately ~~$330,000~~$545,138 were pre-payments for software services to be received by the Company in ~~insurance and reinsurance brokerage fees.~~2016. Management at the Company previously purchased software and services from such predecessor company of Towers Watson and, in light of such legacy software systems, the Compensation Committee did not recommend or approve such software and services purchased.

Towers Watson, which merged with Willis Group Holdings Limited on January 4, 2016 to form Willis Towers Watson Public Limited Company, reports directly to the Chair of the Compensation Committee but partners with management, at the request of the Compensation Committee, to ensure the Compensation Committee receives the most comprehensive information for decision making. We have also sought advice on specific ~~international compensation~~employment and taxation issues from PricewaterhouseCoopers who provide services only to management in this respect.

The Compensation Committee ~~has~~ assessed the independence of Towers Watson pursuant to the ~~United States Securities~~SEC rules and ~~Exchange Commission (the “SEC”) rules~~the NYSE listing standards and concluded that no conflict of interest exists that would prevent Towers Watson from independently representing the Compensation Committee. The Compensation Committee, among other things, reviewed and was satisfied with Towers Watson’s policies and procedures to prevent or mitigate conflicts of interest. They also reviewed and were satisfied that there was no business or personal relationships between members of the Compensation Committee and the individuals at Towers Watson supporting the Compensation Committee.

Finally, the Compensation Committee considered other factors relevant to Towers Watson’s independence from management, including the factors set forth in the NYSE listing standards. The Compensation Committee also considers the independence factors in the NYSE listing standards before receiving advice from any other compensation advisor.

The Role of the Chief Executive Officer and the Human Resources Department

While the Compensation Committee has the sole authority with regard to pay decisions related to the NEOs, our Chief Executive Officer and members of our Human Resources Department routinely participate in this process. The Chief Executive Officer does not participate in the Compensation Committee’s decisions with regard to his own compensation. At the Compensation Committee’s request, the Chief Executive Officer presents individual pay recommendations to the Compensation Committee for the other NEOs and executives under the Compensation Committee’s purview. The recommendations are based on an assessment of individual contributions to the Company’s financial performance, team performance, as applicable, the achievement of specified individual objectives, as well as competitive pay data, risk and other factors. The Chief Executive Officer’s recommendations are one of the factors considered by the Compensation Committee in making its determinations.

Frequency Say-on-Pay Vote

Consistent with the preference expressed by our shareholders at the 2013 annual general meeting, our Board decided that we will include an advisory vote to approve our executive compensation in our proxy materials every year until the next required advisory vote to approve the frequency of an advisory vote on executive compensation, which will occur no later than our annual general meeting of shareholders to be held in 2019.

Clawback Policy

In order to better align executives’ long-term interests with those of the Company’s, ~~in 2010,~~ the Compensation Committee adopted a clawback policy in 2010 that applies to bonus and long-term incentive awards granted to executive officers, including the NEOs. Under the Company’s clawback policy, in circumstances where there is a

subsequent and material negative restatement of the Company’s published financial results as a result of fraud, the Company will seek to recover any erroneously paid performance-based ~~compensation.~~

compensation from such executive officers.

On July 1, 2015, the SEC issued proposed clawback rules which, if implemented, would require listed companies to adopt a clawback policy with certain requirements. The Compensation Committee ~~is continuing~~continues its review of additional executive compensation clawback practices and ~~we expect~~expects to ~~implement such~~revise the Company’s clawback ~~practices~~policy in accordance with, and following the ~~SEC’s~~ adoption by, the SEC of ~~rules clarifying the requirements relating to such policies.~~

final clawback rules.

Tax Considerations

The Compensation Committee will consider the potential impact on the Company of Section 162(m) of the U.S. Internal Revenue Code when designing its compensation programs. Section 162(m) generally disallows a tax deduction to public corporations for compensation greater than $1 million paid for any fiscal year to each of the corporation’s “covered employees” (generally, the Chief Executive Officer and the three most highly compensated executive officers other than the Chief Executive Officer and the Chief Financial Officer as of the end of any fiscal year). However, compensation which qualifies as “performance-based” is excluded from the $1 million per executive officer limit if, among other requirements, the compensation is payable only upon attainment of pre-established, objective performance goals under a plan approved by ~~the Company’s~~our shareholders.

While the Company was a “foreign private issuer” under the SEC’s rules, the Company was not subject to the deduction limitations of Section 162(m). Now that the Company no longer qualifies as a foreign private issuer, however, Section 162(m) may limit the deductibility for U.S. federal income tax purposes of the annual compensation of In 2013, our NEOs (other than our Chief Financial Officer) to $1 million per individual unless the compensation plan and awards meet certain requirements. To maximize the deductibility of such compensation, the Company has included a proposal in this Proxy Statement for shareholders ~~to approve~~approved the 2013 Share Incentive Plan, which is structured so that future cash or equity compensation may be designed to satisfy the ~~performance based~~performance-based compensation exception under Section 162(m) and therefore be deductible, if the Compensation Committee deems it appropriate to do so.

Conclusion

In summary, ~~2012~~2015 was a year of strong performance for ~~our~~the Company despite ~~major catastrophes and~~ a continued challenging environment. Our compensation programs and performance measures continue to align the interests of our executives towith those of our shareholders ~~striving~~and therefore strive to deliver long-term value creation. ~~As we have demonstrated in the above disclosure,~~In addition, our pay levels and programs are highly aligned with the performance of the Company.

Based on the above, we recommend ~~stockholders~~shareholders vote “FOR” approving our Say-On-Pay Vote proposal on our executive compensation ~~program.~~

program (“Say-On-Pay Vote”).

EXECUTIVE COMPENSATION

The following table sets forth, for the years ended December 31, ~~2012, 2011~~2015, 2014 and ~~2010,~~2013, the compensation paid or earned for services in all capacities to each of our NEOs:

~~2012~~2015 Summary Compensation Table ⁽¹⁾

Name and Principal Position
Year Salary
($)(2) Bonus
($)(3) Share
Awards
($)(4) Option
Awards
($) Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($) All Other
Compensation
($) Total ($)
Christopher O’Kane,
2012    854,738    1,505,465    2,009,151    —      —   205,968    4,575,322
Group Chief Executive
2011    827,114    —      2,350,105    —      —   165,424    3,342,643
Officer (5)
2010    741,984    881,106    2,807,090    —      —   148,397    4,578,577
John Worth,
2012    103,006    380,328    416,862    —      —   16,481    916,677
Group Chief Financial Officer (6)

Julian Cusack,
2012    600,601    665,891    602,725    —      —   120,122    1,989,339
Chairman of Aspen Bermuda (7)
2011    589,441    —      658,034    —      —   539,952    1,787,427
2010    556,887    333,893    654,985    —      —   440,475    1,986,240
Richard Houghton,
2012    97,723    —      602,725    —      429,844    1,130,292
Former Chief Financial
2011    589,507    —      705,020    —      —   93,830    1,388,357
Officer (8)
2010    556,488    367,128    654,985    —      —   89,038    1,667,639
James Few,
2012    548,750    966,000    1,205,476    —      —   340,908    3,061,134
Chief Executive Officer of
2011    505,000    —      705,020    —      —   317,942    1,527,962
Aspen Re and Aspen Bermuda (9)
2010    475,000    437,000    701,766    —      —   313,363    1,927,129
Brian Boornazian,
2012    555,000    831,600    1,205,476    —      —   36,059    2,628,135
Chairman of Aspen Re (10)
2011    530,000    —      705,020    —      —   35,559    1,270,579
2010    500,000    540,000    701,766    —      —   32,395    1,774,701
Mario Vitale,
2012    750,000    450,000    1,205,476    —      —   64,172    2,469,648
Chief Executive Officer of Aspen
2011    588,462    900,000    2,918,712    —      —   1,176,457    5,583,632
Insurance, President of Aspen U.S. (11)



Name and Principal Position	Year	Salary ($)(2)	Bonus ($)(3)	Share Awards ($)(4)	Option Awards ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)

Christopher O’Kane,	2015	943,107	923,103	3,545,931	—	—	188,923	5,601,064
Group Chief Executive Officer ⁽⁵⁾	2014	977,014	2,468,250	4,018,493	—	—	195,732	7,659,489
	2013	887,085	1,180,577	2,426,680	—	—	177,735	4,672,077

Scott Kirk,	2015	532,894	302,253	886,432	—	—	59,061	1,780,640
Group Chief Financial Officer ⁽⁶⁾	2014	381,933	675,423	351,578	—	—	45,832	1,454,766
	2013	—	—	—	—	—	—	—

Stephen Postlewhite,	2015	559,734	1,007,510	1,551,317	—	—	64,458	3,183,019
Chief Executive Officer of Aspen	2014	—	—	—	—	—	—	—
Re ⁽⁷⁾	2013	—	—	—	—	—	—	—

Brian Boornazian,	2015	609,081	826,000	1,329,689	—	—	79,512	2,844,282
Chairman of Aspen Re ⁽⁸⁾	2014	594,200	980,000	1,406,472	—	—	68,186	3,048,858
	2013	572,600	1,040,000	1,192,027	—	—	47,920	2,852,547

Emil Issavi,	2015	550,086	907,500	1,329,689	—	—	46,544	2,833,819
President and Chief Underwriting	2014	—	—	—	—	—	—	—
Officer of Aspen Re⁽⁹⁾	2013	—	—	—	—	—	—	—

__________


(1)	Unless otherwise indicated, compensation payments paid in British Pounds have been translated into U.S. Dollars at the average exchange rate of ~~$1.5847~~$1.5335 to £1, ~~$1.6041~~$1.6455 to £1 and ~~$1.5458~~$1.5643 to £1 for ~~2012, 2011~~2015, 2014 and ~~2010,~~2013, respectively.


(2)	~~The salaries provided~~Salaries represent earned salaries for the applicable fiscal year.

(3)

~~The~~Bonus amounts ~~disclosed~~ represent the cash amounts earned with respect to the applicable fiscal year ~~which amounts~~and are typically paid in the first quarter following the end of each fiscal year. ~~The bonus reported for Mr. Worth represents a contractually guaranteed amount pursuant to the terms of his employment agreement.~~ For a description of our bonus plan, see “Compensation Discussion and Analysis –— Elements of Compensation — Bonus Potential and Actual Award Levels” above. In respect of the annual bonus for 2015, Messrs. O’Kane and Kirk each received a portion (73%) of their annual bonus in cash and a portion (27%) of their annual bonus in restricted share units granted on February 8, 2016. In accordance with SEC regulations, the portion (27%) of their bonus received in restricted share units is reportable in the 2016 Summary Compensation Table and is not included in the table above. The value of such restricted share units ($333,963 in the case of Mr. O’Kane and $109,350 in the case of Mr. Kirk) was established using an exchange rate of $1.5000 to £1. For a description of our restricted share units, see “Executive Compensation — Narrative Description of Summary Compensation and Grants of Plan-Based Awards — Share Incentive Plan — Restricted Share Units” below.

(4)

Consists of performance shares ~~and/or~~and restricted share units ~~granted, as applicable.~~granted. Valuation is based on the grant date fair values of the awards calculated in accordance with FASB ASC Topic 718, without regard to forfeitures related to service-based vesting conditions. The performance share awards’ potential maximum value, assuming the highest level of performance conditions are met, are ~~$2,938,326, $543,926, $881,498, $881,498, $1,762,996, $1,762,996~~$5,238,165, $1,309,502, $2,291,687, $1,964,292 and ~~$1,762,996~~$1,964,292 for Messrs. O’Kane, ~~Worth, Cusack, Houghton, Few,~~Kirk, Postlewhite Boornazian, and ~~Vitale,~~Issavi, respectively. Please refer to Note 1618 of our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, ~~2012,~~2015, as filed with the SEC on February ~~26,~~

~~2013~~19, 2016, for the assumptions made with respect to these awards. The actual value, if any, that an executive may realize from an award is contingent upon the satisfaction of the conditions to vesting in that award. ~~Thus,~~As a result, there is no assurance that the value, if any, eventually realized by the executive will correspond to the amount ~~shown.~~shown in this Proxy Statement.

(5)

Mr. O’Kane’s compensation was paid in British Pounds. With respect to “All Other Compensation” in ~~2012,~~2015, this consists of ~~(i)~~cash payments ~~made into our Employer Financed Retirement Benefits Scheme~~ of ~~$35,003 and (ii)~~$188,923 in lieu of the Company’s contribution to the Aspen U.K. Pension Plan ~~(including any pension opt~~on his behalf as Mr. O’Kane opted out ~~lump sum payments) on Mr. O’Kane’s behalf in the amount~~ of ~~$170,965 (See “—Retirement Benefits—” below for additional information regarding~~ the Aspen U.K. Pension ~~Plan).~~Plan due to lifetime allowance limits. See “—Retirement Benefits” below for additional information. Mr. O’Kane’s salary increased by 3.3% in British Pounds but is shown as a decrease in the table due to exchange rate translations with the U.S. Dollar strengthening significantly in 2015.

(6)

Mr. ~~Worth joined~~Kirk’s compensation was paid in British Pounds. Mr. Kirk’s salary includes £26,547 ($40,710), which is the ~~Company effective November 1, 2012, and~~pro rata amount of the ~~base salary reported for~~acting-up allowance Mr. ~~Worth is prorated for~~Kirk earned during 2015 in connection with his appointment as Group Chief Financial Officer on December 5, 2014. With respect to “All Other Compensation” in 2015, this consists of the ~~period~~Company’s contribution to the Aspen U.K. Pension Plan on Mr. Kirk’s behalf in an amount of ~~time he provided services to us in 2012.~~ $59,061.

(7)

Mr. ~~Worth’s~~Postlewhite’s compensation was paid in British Pounds. With respect to “All Other Compensation” in ~~2012,~~2015, this consists of payments of $16,481 in lieu of the Company’s contribution to the Aspen U.K. Pension Plan as Mr. Worth opted out of the Aspen U.K. Pension Plan due to the lifetime allowance limits (See “—Retirement Benefits—” below for additional information regarding the Aspen U.K. Pension Plan).

~~(7)~~

Mr. Cusack served as Interim Chief Financial Officer from March 1, 2012 through October 31, 2012 and did not receive any additional compensation for such service. Mr. Cusack’s compensation was paid in British Pounds. During 2010 Mr. Cusack was paid in U.S. Dollars while located in Bermuda. In 2011 Mr. Cusack relocated to the United Kingdom and received compensation paid in both U.S. Dollars and British Pounds. With respect to “All Other Compensation” in 2012, this consists of the Company’s contribution to the Aspen U.K. Pension Plan (including any pension opt out lump sum payments) on Mr. Cusack’s behalf in the amount of $120,122 (See “—Retirement Benefits—” below for additional information regarding the Aspen U.K. Pension Plan).

~~(8)~~

Mr. Houghton left the Company as of February 29, 2012. Mr. Houghton’s compensation was paid in British Pounds. With respect to “All Other Compensation” in 2012, this consists of (i) a termination payment of a total of $373,159 in connection with Mr. Houghton’s termination of employment on February 29, 2012, (ii) payments made into our Employer Financed Retirement Benefits Scheme of $25,294, (iii) the Company’s contribution to the Aspen U.K. Pension Plan (including any opt out lump sum payments) on Mr. Houghton’s behalf in an amount of $29,943 (See “—Retirement Benefits—” below for additional information regarding the Employer Financed Retirement Benefits Scheme and the Aspen U.K. Pension Plan) and (iv) additional medical insurance premiums of $1,448 paid after Mr. Houghton left the Company.

~~(9)~~

Mr. Few’s compensation was paid in U.S. Dollars. With respect to “All Other Compensation” in 2012, this consists of (i) a housing allowance in Bermuda of $180,000, (ii) “home leave” travel expenses for Mr. Few and his family of $30,460, (iii) a payroll tax contribution in an amount $33,997, (iv) club membership fees of $9,595, and (v)includes the Company’s contribution to the Aspen U.K. Pension Plan on Mr. ~~Few’s~~Postlewhite’s behalf in an amount of ~~$86,856 (See “—Retirement Benefits—” below for additional information regarding~~$44,019 and cash payments of $20,439 in lieu of certain of the Company contributions to the Aspen U.K. Pension ~~Plan).~~Plan on his behalf due to the annual allowance limits. See “—Retirement Benefits” below for additional information. In accordance with SEC regulations, only compensation information starting in the fiscal year in which an individual became an NEO is reported in the Summary Compensation Table.

~~(10)~~

(8)

Mr. Boornazian’s compensation was paid in U.S. Dollars. With respect to “All Other Compensation” in ~~2012,~~2015, this consists of (i) the Company’s contribution to the ~~Aspen Insurance U.S. Services, Inc. 401(k) plan (consisting~~Nonqualified Deferred Compensation Plan of ~~profit sharing and matching contributions) on Mr. Boornazian’s behalf in the amount of $25,000 (See~~$20,820 (see “—~~Retirement Benefits—”~~2015 Non-Qualified Deferred Compensation” below for additional information regarding the Aspen Insurance U.S. Services, Inc. ~~401(k) plan)~~Nonqualified Deferred Compensation Plan), (ii) a profit sharing and matching contribution to the Aspen Insurance U.S. Services, Inc. 401(k) plan (the “401(k) Plan”) on Mr. Boornazian’s behalf in an amount of $26,500 (see “—Retirement Benefits” below for additional information regarding the 401(k) Plan), (iii) additional premium paid of ~~$3,778~~$1,076 for additional life insurance and $23,517 for additional disability benefits and ~~(iii)~~(iv) club membership fees of ~~$7,281.~~$7,599.

~~(11)~~

(9)

Mr. ~~Vitale joined the Company effective March 21, 2011. Mr. Vitale’s~~Issavi’s compensation was paid in U.S. Dollars. With respect to “All Other Compensation” in ~~2012,~~2015, this includes (i) the Company’s contribution to the ~~Aspen Insurance U.S. Services, Inc.~~Nonqualified Deferred Compensation Plan of ~~$20,000 (See the 2012~~$17,100 (see “—2015 Non-Qualified Deferred Compensation ~~table below for additional information), (ii) a profit sharing and matching~~

~~contribution to the Aspen Insurance U.S. Services, Inc. 401(k) plan on Mr. Vitale’s behalf in an amount of $25,000 (See “—Retirement Benefits—”~~Plan” below for additional information regarding the Aspen Insurance U.S. Services, Inc. Nonqualified Deferred Compensation Plan), (ii) a profit sharing and matching contribution to the 401(k) ~~plan)~~Plan on Mr. Issavi’s behalf in an amount of $26,500 (see “—Retirement Benefits” below for additional information regarding the 401(k) Plan), and (iii) additional premium paid of $2,944 for additional ~~life insurance of $5,190, and (iv) additional premium paid for supplemental~~ disability ~~income insurance of $13,982.~~benefits. In accordance with SEC regulations, only compensation information starting in the fiscal year in which an individual became an NEO is reported in the Summary Compensation Table.

~~2012~~

2015 Grants of Plan-Based Awards

The following table sets forth information concerning ~~grants of options to purchase ordinary shares and other~~ awards granted during the twelve months ended December 31, ~~2012~~2015 to each of the NEOs:

Name
Grant
Date(1) Approval
Date(1) Estimated Future Payout Under
Equity Incentive Plan Awards(2) All Other
Share Awards:
Number of
Shares
or Units(4)
(#) Grant Date
Fair Value
of Share
Awards(5)
($)
Minimum
(#) Target
(#) Maximum(3)
(#)
Christopher O’Kane
02/08/2012    02/01/2012    0    61,990    123,980    1,469,163
02/08/2012    02/01/2012    21,246    539,988
John Worth
11/01/2012    07/24/2012    0    10,006    20,012    271,963
11/01/2012    07/24/2012    5,047    144,899
Julian Cusack
02/08/2012    02/01/2012    0    18,597    37,194    440,749
02/08/2012    02/01/2012    6,373    161,976
Richard Houghton(6)
02/08/2012    02/01/2012    0    18,597    37,194    440,749
02/08/2012    02/01/2012    6,373    161,976
James Few
02/08/2012    02/01/2012    0    37,194    74,388    881,498
02/08/2012    02/01/2012    12,747    323,978
Brian Boornazian
02/08/2012    02/01/2012    0    37,194    74,388    881,498
02/08/2012    02/01/2012    12,747    323,978
Mario Vitale
02/08/2012    02/01/2012    0    37,194    74,388    881,498
02/08/2012    02/01/2012    12,747    323,978



Name	Grant Date ⁽¹⁾	Approval Date ⁽¹⁾	Estimated Future Payouts Under Equity Incentive Plan Awards ⁽²⁾			All Other Share Awards: Number of Shares or Units ⁽⁴⁾ (#)	Grant Date Fair Value of Share Awards ⁽⁵⁾($)
Name	Grant Date ⁽¹⁾	Approval Date ⁽¹⁾	Threshold (#)	Target (#)	Maximum⁽³⁾ (#)	All Other Share Awards: Number of Shares or Units ⁽⁴⁾ (#)	Grant Date Fair Value of Share Awards ⁽⁵⁾($)
Christopher O’Kane	03/05/2015	03/05/2015	0	67,294	134,588		2,619,082
	03/05/2015	03/05/2015				22,431	926,849
Scott Kirk	03/05/2015	03/05/2015	0	16,823	33,646		654,751
	03/05/2015	03/05/2015				5,607	231,681
Stephen Postlewhite	03/05/2015	03/05/2015	0	29,441	58,882		1,145,844
	03/05/2015	03/05/2015				9,813	405,473
Brian Boornazian	03/05/2015	03/05/2015	0	25,235	50,470		982,146
	03/05/2015	03/05/2015				8,411	347,543
Emil Issavi	03/05/2015	03/05/2015	0	25,235	50,470		982,146
	03/05/2015	03/05/2015				8,411	347,543

______

(1)

The Compensation Committee approves annual grants at ~~a regularly scheduled~~its meeting. ~~However, if~~If such a meeting takes place while the Company is in a close period (i.e., prior to the release of our quarterly or yearly earnings), the grant date will be the day on which our close period ends. The approval date of ~~February 1, 2012~~March 5, 2015 was not during our close period and therefore the grant date was ~~February 8, 2012,~~on the same day our close period ended. In the case of Mr. Worth, the award was approved at the Compensation Committee meeting that took place on July 24, 2012 and the grant date was November 1, 2012, the date of the commencement of his employment with us.(i.e., March 5, 2015).

(2)

Under the terms of the ~~2012~~2015 performance share awards, one-third of the grant is eligible for vesting (or “banked”) each year based on growth in diluted ~~book value per share~~BVPS (as adjusted to add back ordinary dividends to shareholders’ equity at the end of the relevant year). All shares eligible for vesting will vest and be issued following the completion of a three-year service-vesting period. For a more detailed description of our performance share awards granted in ~~2012,~~2015, including the vesting conditions, refer to ~~“Compensation~~“—Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity Incentives” above and ~~“Narrative~~“—Narrative Description of Summary Compensation and Grants of Plan-Based Awards — Share Incentive Plan — ~~2012~~2015 Awards” below.

(3)

Amounts represent 200% vesting for the entire grant, notwithstanding that ~~only 65.8%~~93.5% of one-third of the performance share award is eligible for vesting asbased on our annual growth in diluted ~~book value per share adjusted to add back ordinary dividends to shareholders’ equity~~BVPS test for ~~2012 was 8.1%.~~2015, as discussed above under “—Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity Incentives.”


(4)	For a description of our restricted share units, refer to ~~“Narrative~~“—Narrative Description of Summary Compensation and Grants of Plan-Based Awards — Share Incentive Plan — Restricted Share Units” below.

(5)

Valuation is based on the grant date fair value of the awards calculated in accordance with FASB ASC Topic 718, without regard to forfeitures related to service-based vesting conditions, which is ~~$23.70~~$38.92 for the performance shares granted to our NEOs ~~(other than Mr. Worth)~~ on ~~February 8, 2012, $27.18 for the performance shares granted to Mr. Worth on November 1, 2012, $25.42~~March 5, 2015 and $41.32 for the restricted share units granted to our NEOs ~~(other than Mr. Worth)~~ on ~~February 8, 2012, and $28.71 for the restricted share units granted to Mr. Worth on November 1, 2012.~~March 5, 2015. Refer to Note 1618 of our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, ~~2012,~~2015, as filed with the SEC on February ~~26, 2013~~19, 2016, for the assumptions made with respect to these awards. The actual value, if any, that an ~~executive~~NEO may realize from an award is contingent upon the satisfaction of the conditions to vesting in that award. ~~Thus,~~As a result, there is no assurance that the value, if any, eventually realized by the ~~executive~~NEOs will correspond to the ~~amount shown.~~amounts shown in this Proxy Statement.

~~(6)~~

~~All awards granted to Mr. Houghton were forfeited following his departure from the Company on February 29, 2012.~~

Narrative Description of Summary Compensation and Grants of Plan-Based Awards

Share Incentive Plan

~~We have adopted the Aspen Insurance Holdings Limited 2003~~

On April 24, 2013, shareholders approved our 2013 Share Incentive Plan ~~as amended~~ (the ~~“2003~~“2013 Share Incentive Plan”) to aid us in recruiting and retaining key employees and directors and to motivate such employees and directors. The ~~total number of ordinary shares that may be issued under the 2003 Share Incentive Plan is 9,476,553. The 2003~~2013 Share Incentive Plan provides for the grant to selected employees ~~and non-employee directors~~ of share options, share appreciation rights, restricted shares and other share-based awards.

The 2013 Share Incentive Plan replaced the Aspen Insurance Holdings Limited 2003 Share Incentive Plan, as amended (the “2003 Share Incentive Plan”), which expired in August 2013. The total number of ordinary shares that may be issued under

the 2013 Share Incentive Plan is 2,845,683 (which included 595,683 shares available for grant under the 2003 Share Incentive Plan as of February 25, 2013). The number of ordinary shares that may be issued under the 2013 Share Incentive Plan is adjusted per the number of awards that may be forfeited under the 2003 Share Incentive Plan.

Restricted Share Units. In 2010, we granted 168,707 restricted share units to our employees which vest in equal installments over three years. In 2011, we granted 183,019 restricted share units to our employees which vest in equal installments over three years. In 2012, we granted 350,899 restricted share units to our employees which vest in equal installments over three years. Prior to 2012, restricted share units were typically only granted to new employees as a replacement for awards forfeited from their prior employers. On February 1, 2012, the Compensation Committee approved, as part of our long-term incentive program, the grant of restricted share units which represented 25% of the annual incentive grants to our NEOs. These restricted share units vest in equal installments over a three-year service vesting period and may ~~only~~ be accelerated in the event of the NEO’s death or disability. In respect of restricted share units granted as replacement for forfeiture from prior employers or as a portion of annual bonus, vesting of a participant’s units may be accelerated ~~however,~~ if the participant’s employment with the Company and its subsidiaries is terminated without ~~cause~~“cause” (as defined in such participant’s award agreement), on account of the participant’s death or disability (as defined in such participant’s award agreement), or, with respect to some of the participants, by the participant ~~with~~for good reason (as defined in such participant’s award agreement). In ~~connection~~accordance with the ~~commencement~~employment agreements of ~~his employment, per his service agreement, Mr. Worth received £100,000 in~~our senior executives, the vesting of restricted share units (converted at the prevailing exchange rate on the date of grant of November 1, 2012) and £200,000 in performance shares (converted at the prevailing exchange rate on the date of grant of November 1, 2012). Mr. Worth will also be ~~entitled to receive per his service agreement not less than $750,000~~accelerated upon certain terminations of employment within a certain period of a change in ~~restricted share units as part of the annual grant to executives in 2013.~~control.

Participants will be paid one ordinary share for each unit that vests as soon as practicable following the vesting date. Recipients of restricted share units generally will not be entitled to any rights of a holder of ordinary shares, including the right to vote, unless and until their units vest and ordinary shares are issued; provided, however, that participants will be entitled to receive dividend equivalents with respect to their restricted share units. Dividend equivalents will be denominated in cash and paid in cash if and when the underlying units vest. Participants may, however, be permitted by the Company to elect to defer the receipt of any ordinary shares upon the vesting of restricted share units, in which case payment will not be made until such time or times as the

~~participant may elect. Payment of any deferred share units would be in ordinary shares with any cash dividend equivalents credited with respect to such deferred share units paid in cash.~~

~~2010 Performance Share Awards.~~ On February 8, 2010, the Compensation Committee approved a grant of an aggregate of 720,098 performance share awards to our employees with a grant date of February 11, 2010. An additional 12,346 performance shares were granted to our employees on April 16, 2010. On October 26, 2010, the Compensation Committee approved an additional grant of 17,693 performance shares to our employees with a grant date of November 1, 2010. Each performance share award represents the right to receive, on the terms and conditions set forth in the agreement evidencing the award, a specified number of ordinary shares of the Company, par value $0.0015144558 per share. The performance shares are subject to a three-year service-vesting period. One-third of the 2010 performance share award is eligible for vesting based upon a return on equity test for each year, and shares eligible to vest will vest and be issuable only at the end of the three-year service-vesting period (where return on equity is calculated excluding accumulated other comprehensive income).

~~If the return on equity achieved in any given year is:~~

•

~~less than 7%, then the portion of the performance shares subject to the vesting conditions in such year will be forfeited (~~~~i.e.~~~~, 33.33% of the initial grant);~~

~~between 7% and 12%, then the percentage of the performance shares eligible for vesting in such year will be between 10% and 100% on a straight-line basis; or~~

~~between 12% and 22%, then the percentage of the performance shares eligible for vesting in such year will be between 100% and 200% on a straight-line basis.~~

Notwithstanding the vesting criteria for each given year, if in any given year, the shares eligible for vesting are greater than 100% for the portion of such year’s grant (i.e., the return on equity was greater than 12% in such year) and the average return on equity over such year and the preceding year is less than 7%, then only 100% (and no more) of the shares that are eligible for vesting in such year shall vest. If the average return on equity over the two years is greater than 7%, then there will be no diminution in vesting and the shares eligible for vesting in such year will vest in accordance with the vesting schedule without regard to the average return on equity over the two-year period.

Based on the achievement of a 2010 return on equity of 11.2%, 85.6% of one-third of the 2010 performance award was eligible for vesting. Based on the achievement of a 2011 return on equity of (5.3)%, one-third of the 2010 performance award was forfeited. Based on the achievement of a 2012 return on equity (excluding accumulated other comprehensive income) of 10.0%, 64.0% of one-third of the 2010 performance award is eligible for vesting.

Performance shares which are eligible for vesting, as described above, as part of the 2010 performance award vested upon filing with the SEC of our annual report on Form 10-K for the year ended December 31, 2012 on February 26, 2013.

~~2011~~ ~~Performance Share Awards.~~ On February 3, 2011, the Compensation Committee approved a grant of an aggregate of 853,223 performance share awards to our employees with a grant date of February 9, 2011. On March 21, 2011, an additional grant of 31,669 performance shares to our employees was approved and on May 2, 2011 an additional grant of 5,902 performance shares to our employees was approved. The performance shares are subject to a three-year service-vesting period. One-third of the 2011 performance share award will be eligible for vesting each year based upon a return on equity test for each year, and all shares eligible to vest will vest and be issuable only at the end of the three-year service-vesting period (where return on equity is calculated excluding accumulated other comprehensive income).

~~If the return on equity achieved in 2011 is:~~

•

~~less than 6%, then the portion of the performance shares subject to the vesting conditions would have been forfeited (~~~~i.e.~~~~, one-third of the initial grant);~~

~~between 6% and 11%, then the percentage of the performance shares eligible for vesting would have been between 10% and 100% on a straight-line basis; or~~

~~between 11% and 21%, then the percentage of the performance shares eligible for vesting would have been between 100% and 200% on a straight-line basis.~~

~~Based on the achievement of a negative return on equity of (5.3)% in 2011, one-third of the 2011 performance share award was forfeited.~~

At its meeting held on February 1, 2012, the Compensation Committee approved the vesting conditions for the portion of the 2011 performance shares subject to 2012 performance testing. If the return on equity achieved in 2012 is:

~~less than 5%, then the portion of the performance shares subject to the vesting conditions will be forfeited (i.e. 33.33% of the initial grant);~~

~~between 5% and 10%, then the percentage of the performance shares eligible for vesting will be between 10% and 100% on a straight-line basis; or~~

~~between 10% and 20%, then the percentage of the performance shares eligible for vesting will be between 100% and 200% on a straight-line basis.~~

~~Based on the achievement of a 2012 return on equity (excluding accumulated other comprehensive income) of 10.0%, 100.0% of one-third of the 2011 performance award is eligible for vesting.~~

At its meeting held on February 6, 2013, the Compensation Committee approved the vesting conditions for the portion of the 2011 performance share award subject to 2013 performance testing. If the return on equity achieved in 2013 is:

•

~~less than 5%, then the portion of the performance shares subject to the vesting conditions in such year will be forfeited (~~~~i.e.,~~ ~~one-third of the initial grant);~~

~~between 5% and 10%, then the percentage of the performance shares eligible for vesting will be between 10% and 100% on a straight-line basis; or~~

~~between 10% and 20%, then the percentage of the performance shares eligible for vesting will be between 100% and 200% on a straight-line basis.~~

~~2012 Performance Share Awards.~~ On February 1, 2012, the Compensation Committee approved a grant of an aggregate of 334,125 performance share awards to our employees with a grant date of February 8, 2012. An additional grant to Mr. Worth of 10,006 performance shares was approved with a grant date of November 1, 2012. The performance shares are subject to a three-year service-vesting period, and all shares eligible for vesting will vest and be issuable only at the end of the three-year period. One-third of the 2012 performance share award will be eligible for vesting each year based on growth in diluted book value per share, after adding back dividends. If the book value per share growth achieved in 2012 is:

•

~~less than 5%, then the portion of the performance shares subject to the vesting conditions will be forfeited (~~~~i.e.,~~ ~~one-third of the initial grant);~~

~~between 5% and 10%, then the percentage of the performance shares eligible for vesting will be between 10% and 100% on a straight-line basis; or~~

~~between 10% and 20%, then the percentage of the performance shares eligible for vesting will be between 100% and 200% on a straight-line basis.~~

~~Based on the achievement of a book value per share growth in 2012 of 8.1%, 65.8% of one-third of the 2012 performance award is eligible for vesting.~~

Notwithstanding the vesting criteria for each given year, if in any given year, the shares eligible for vesting are greater than 100% for the portion of such year’s grant and the average book value per share growth over such year and the preceding year is less than the average of the minimum vesting thresholds for such year and the preceding year (or, in the case of the 2012 portion of the grant, less than 5% of book value per share), then only 100% (and no more) of the shares will be eligible for vesting. Notwithstanding the foregoing, if in the judgment of the Compensation Committee, the main reason for the book value per share metric in the earlier year falling below the minimum threshold (or below 5% in the case of 2011 book value per share) is the impact of rising interest rates and bond yields, then the Compensation Committee may, in its discretion, disregard this limitation on 100% vesting.

At its meeting held on February 6, 2013, the Compensation Committee approved the vesting conditions for the portion of the 2012 performance award subject to 2013 performance testing, which are the same as the vesting conditions for the portion of the 2012 performance award subject to 2012 performance testing described above.

2013 Performance Share Awards. On February 6, 2013, the Compensation Committee approved a grant of an aggregate of 250,066 performance ~~shares~~share awards with a grant date of February 11, 2013. The performance shares are subject to a three-year service-vesting period, and all shares eligible for vesting will vest and be issuable only at the end of the three-year period. One-third of the 2013 performance-share awards will be eligible for vesting each year based on a ~~book value per share~~ growth ~~test.~~in diluted BVPS, after adding back dividends. If the ~~book value per share~~BVPS growth achieved in 2013 is:

•

~~less than 5%, then the portion of the performance shares subject to the vesting conditions will be forfeited (~~~~i.e.,~~ ~~one-third of the initial grant);~~

less than 5%, then the portion of the performance shares subject to the vesting conditions will be forfeited (i.e., one-third of the initial grant);

between 5% and 10%, then the percentage of the performance shares eligible for vesting will be between 10% and 100% on a straight-line basis; or

between 10% and 20%, then the percentage of the performance shares eligible for vesting will be between 100% and 200% on a straight-line basis.

Based on the achievement of a diluted BVPS growth (as refined by the Compensation Committee) of 6.2% in 2013, 31.6% of one-third of the 2013 performance share award is eligible for vesting.

Notwithstanding the vesting criteria for ~~each given year,~~2013, if in any given year the shares eligible for vesting are greater than 100% for the portion of such year’s grant and the ~~book value per share~~BVPS growth over such year and the preceding year is less than the average of the minimum vesting thresholds for such year and the preceding year (or, in the case of the 2013 portion of the grant, less than 5% of ~~book value per share)~~BVPS), then only 100% (and no more) of the shares will be eligible for vesting. Notwithstanding the foregoing, if in the judgment of the Compensation Committee, the main reason for the ~~book value per share~~BVPS growth metric in the earlier year falling below the minimum threshold (or below 5% in the case of 2012 ~~book value per share)~~BVPS) is the impact of rising interest rates and bond yields, then the Compensation Committee may, in its discretion, disregard this limitation on 100% vesting.

~~For purposes~~

At its meeting held on April 22, 2014, the Compensation Committee approved the vesting conditions for the portion of the 2013 performance shares subject to 2014 performance testing. If the diluted BVPS growth achieved in 2014 is:

less than 5.2%, then the portion of the performance shares subject to the vesting conditions will be forfeited (i.e., one-third of the initial grant);

between 5.2% and 10.4%, then the percentage of the performance shares eligible for vesting will be between 10% and 100% on a straight-line basis; or

between 10.4% and 20.8%, then the percentage of the performance shares eligible for vesting will be between 100% and 200% on a straight-line basis.

Based on the achievement of diluted BVPS growth in 2014 of 13.3%, 129.0% of one-third of the 2013 performance share award is eligible for vesting. See “—Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity Incentives” above for additional information.

At its meeting held on March 5, 2015, the Compensation Committee approved the vesting conditions for the portion of the 2013 performance shares subject to 2015 performance testing. If the diluted BVPS growth achieved in 2015 is:

less than 5.6%, then the portion of the performance shares subject to the vesting conditions will be forfeited (i.e., one-third of the initial grant);

between 5.6% and 11.1%, then the percentage of the performance shares eligible for vesting will be between 10% and 100% on a straight-line basis; or

between 11.1% and 22.2%, then the percentage of the performance shares eligible for vesting will be between 100% and 200% on a straight-line basis.

Based on the achievement of diluted BVPS growth in 2015 of 10.7%, 93.5% of one-third of the 2013 performance share award is eligible for vesting. See “—Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity Incentives” above for additional information.

2013 Phantom Share Awards. The 2013 phantom shares granted to Mr. Kirk follow the same testing and vesting conditions as the 2013 performance shares but pay out in cash following vesting rather than shares.

2014 Performance Share Awards. On April 22, 2014, the Compensation Committee approved a grant of an aggregate of 315,389 performance share awards ~~granted in 2012~~based on the average closing share price during the first quarter of 2014, with a grant date of April 25, 2014. The performance shares are subject to a three-year service-vesting period and ~~2013, book value per share is defined as diluted book value per share adjusted to add back ordinary dividends to shareholders’ equity~~all shares eligible for vesting will vest and be issuable only at the end of the ~~relevant year.~~

three-year period. One-third of the 2014 performance-share awards will be eligible for vesting each year based on a growth in diluted BVPS. If the BVPS growth achieved in 2014 is:

less than 5.2%, then the portion of the performance shares subject to the vesting conditions will be forfeited (i.e., one-third of the initial grant);

between 5.2% and 10.4%, then the percentage of the performance shares eligible for vesting will be between 10% and 100% on a straight-line basis; or

between 10.4% and 20.8%, then the percentage of the performance shares eligible for vesting will be between 100% and 200% on a straight-line basis.

Based on the achievement of a diluted BVPS growth of 13.3% in 2014, 129.0% of one-third of the 2014 performance share award is eligible for vesting. See “—Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity Incentives” above for additional information.

At its meeting held on March 5, 2015, the Compensation Committee approved the vesting conditions for the portion of the 2014 performance shares subject to 2015 performance testing. If the diluted BVPS growth achieved in 2015 is:

less than 5.6%, then the portion of the performance shares subject to the vesting conditions will be forfeited (i.e., one-third of the initial grant);

between 5.6% and 11.1%, then the percentage of the performance shares eligible for vesting will be between 10% and 100% on a straight-line basis; or

between 11.1% and 22.2%, then the percentage of the performance shares eligible for vesting will be between 100% and 200% on a straight-line basis.

Based on the achievement of diluted BVPS growth in 2015 of 10.7%, 93.5% of one-third of the 2014 performance share award is eligible for vesting. See “—Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity Incentives” above for additional information.

In calculating diluted BVPS growth for 2014 and 2015, the definition of diluted BVPS excludes (i) accumulated other comprehensive income, (ii) the costs payable to third-party service providers resulting from the Company’s response to any acquisition, amalgamation or merger and (iii) the impact of any capital management actions, including share repurchases and special dividends. The Compensation Committee determined it was appropriate to exclude accumulated other comprehensive income, as management does not have any control over interest rate movements and credit spread movements. Furthermore, the Compensation Committee determined that the other exclusions from the calculation of growth in BVPS were similarly outside the control of management and warranted exclusion. The Compensation Committee will continue to review and evaluate the performance measure for our performance share grants in the future.

Notwithstanding the vesting criteria for each given year other than 2014, if the shares eligible for vesting in 2015 and 2016 are greater than 100% for the portion of such year’s grant and the average diluted BVPS growth over such year and the preceding year is less than the average of the minimum vesting thresholds for such year and the preceding year, then only 100% (and no more) of the ordinary shares that are eligible for vesting in such year shall vest. Notwithstanding the foregoing, if in the judgment of the Compensation Committee the main reason for the BVPS metric in the earlier year falling below the minimum threshold is due to the impact of rising interest rates and bond yields, then the Compensation Committee may, in its discretion, disapply this limitation on 100% vesting.

2015 Performance Share Awards. On March 5, 2015, the Compensation Committee approved a grant of an aggregate of 277,585 performance share awards with a grant date of March 5, 2015. The performance shares are subject to a three-year service-

vesting period, and all shares eligible for vesting will vest and be issuable only at the end of the three-year period. One-third of the 2015 performance-share awards will be eligible for vesting each year based on a growth in diluted BVPS. If the BVPS growth achieved in 2015 is:

less than 5.6%, then the portion of the performance shares subject to the vesting conditions will be forfeited (i.e., one-third of the initial grant);

between 5.6% and 11.1%, then the percentage of the performance shares eligible for vesting will be between 10% and 100% on a straight-line basis; or

between 11.1% and 22.2%, then the percentage of the performance shares eligible for vesting will be between 100% and 200% on a straight-line basis.

In calculating diluted BVPS growth for 2015, the definition of diluted BVPS excludes (i) accumulated other comprehensive income, (ii) the costs payable to third-party service providers resulting from the Company’s response to any acquisition, amalgamation or merger and (iii) the impact of any capital management actions, including share repurchases and special dividends. The Compensation Committee determined it was appropriate to exclude accumulated other comprehensive income, as management does not have any control over interest rate movements and credit spread movements. Furthermore, the Compensation Committee determined that the other exclusions from the calculation of growth in BVPS were similarly outside the control of management and warranted exclusion. The Compensation Committee will continue to review and evaluate the performance measure for our performance share grants in the future.

Notwithstanding the vesting criteria for each given year other than 2015, if the shares eligible for vesting in 2016 and 2017 are greater than 100% for the portion of such year’s grant and the average diluted BVPS growth over such year and the preceding year is less than the average of the minimum vesting thresholds for such year and the preceding year, then only 100% (and no more) of the ordinary shares that are eligible for vesting in such year shall vest. Notwithstanding the foregoing, if in the judgment of the Compensation Committee the main reason for the BVPS metric in the earlier year falling below the minimum threshold is due to the impact of rising interest rates and bond yields, then the Compensation Committee may, in its discretion, disapply this limitation on 100% vesting.

Based on the achievement of a diluted BVPS growth of 10.7% in 2015, 93.5% of one-third of the 2015 performance share award is eligible for vesting. See “—Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity Incentives” above for additional information.

Employment-Related Agreements

The following information summarizes the (i) service agreement for Mr. O’Kane, ~~which commenced on~~dated September 24, 2004 (as further amended on October 28, 2014 and February 23, 2015), (ii) service agreement for Mr. ~~Worth, which commenced November 1, 2012,~~Kirk, dated May 19, 2014 (as supplemented by addendum dated December 18, 2014 and further amended on February 23, 2015), (iii) ~~service~~employment agreement for Mr. ~~Cusack which commenced October 27, 2011,~~Postlewhite, dated September 4, 2014 (as further amended on February 23, 2015), (iv) ~~service agreement for Mr. Houghton dated April 3, 2007, (v) service agreement for Mr. Few, which commenced on March 10, 2005, (vi)~~ employment agreement for Mr. Boornazian, ~~which commenced on~~dated January 12, 2004 (as supplemented by addendum dated February 5, 2008 and as further amended effective October 28, 2008, December 31, 2008, February 8, 2010 and February ~~8, 2010)~~23, 2015) and ~~(vii)~~(v) employment agreement for Mr. ~~Vitale, which commenced March 21, 2011.~~Issavi, dated January 24, 2011 (as further amended on February 24, 2015). Additional information regarding each ~~of our~~ NEO’s employment or service agreements is set forth further below in ~~“Potential~~“—Potential Payments Upon Termination or Change in Control.”

Christopher O’Kane. Mr. O’Kane entered into a service agreement with ~~Aspen Insurance U.K. Services Limited~~the Company and Aspen ~~Holdings~~Services and under which he ~~has~~ agreed to serve as Chief Executive Officer of ~~Aspen Holdings~~the Company and Aspen U.K. and a director of both companies, generally terminable upon 12 months’ notice by either party. Mr. O’ Kane’s contract was originally for a three-year period and renews automatically unless terminated. The agreement originally provided that Mr. O’Kane ~~shall~~would be paid an annual salary of £346,830 ($531,864), subject to annual review for increase. Mr. O’Kane’s service agreement also entitles him to participate in all management incentive plans and other employee benefits and fringe benefit plans made available to other senior executives or employees generally, including ~~continued~~ membership in the ~~Company’s~~Aspen Services’ pension scheme, medical insurance, permanent health insurance, personal accident insurance and life insurance. The service agreement also provides for a discretionary bonus to be awarded annually as the Compensation Committee may determine. ~~In 2011,~~On October 28, 2014, the ~~Compensation Committee approved~~service agreement was amended to eliminate the provision that would have entitled Mr. O’Kane to an ~~increase~~additional payment from Aspen Services if any excise tax was imposed under the U.S. Internal Revenue Code of 1986, as amended, with respect to any payment received by Mr. O’Kane in connection with a termination of his employment by Aspen Services without cause or by Mr. O’Kane for good reason within six months prior to a change in control or two years following a change in control. Mr. O’Kane’s current bonus potential ~~from 150% to~~is 175% of his salary. Effective April 1, 2015, Mr. O’Kane’s salary ~~which may be exceeded, partly in response~~increased to ~~analysis of peer groups and partly to address exchange rate considerations. For 2010, no salary increase was approved.~~£620,000 ($950,770) from £600,000 ($920,100). Effective April 1, ~~2011,~~2016, Mr. ~~O’Kane’s~~O’ Kane’s salary ~~was increased to £527,500 and effective April 1, 2012,~~ remained at £620,000 ($950,770).

Scott Kirk. Mr. ~~O’Kane’s salary was £543,325. Effective April 1, 2013,~~Kirk currently serves as Chief Financial Officer of the Company. Mr. ~~O’Kane’s salary will be £575,000.~~

~~John Worth.~~~~Mr. Worth~~Kirk originally entered into a service agreement with Aspen ~~Insurance U.K.~~ Services ~~Limited~~under which he agreed to serve as Group Financial Controller. Mr. Kirk entered into a new service agreement with Aspen Services on May 19, 2014, generally terminable upon 12 months’ notice by either party. Mr. Kirk’s service agreement entitles him to participate in all management incentive plans and other employee benefits and fringe benefit plans made

available to other senior executives or employees generally, including membership in the Aspen Services’ pension scheme, medical insurance, permanent health insurance, personal accident insurance and life insurance. The service agreement also provides for a discretionary bonus to be awarded annually as the Compensation Committee may determine. Effective April 1, 2014, Mr. Kirk’s salary increased to £233,810 ($358,548) from £227,000 ($348,105). In connection with Mr. Kirk’s appointment to the position of Group Chief Financial Officer on December 5, 2014, Mr. Kirk received an acting-up allowance of £34,715 ($53,235) in 2015, the pro rata amount of £106,190 ($162,842), to provide him with a salary equivalent to £340,000 ($521,390). On February 4, 2015, the Compensation Committee approved the removal of Mr. Kirk’s acting-up allowance effective April 1, 2015 and approved an increase in Mr. Kirk’s salary from £340,000 ($521,390), including his acting-up allowance, to £350,000 ($536,725) and an increase in his bonus potential from 60% to 100% of his salary effective April 1, 2015. Mr. Kirk’s current bonus potential is 100% of his salary. Effective April 1, 2016, Mr. Kirk’s salary remained at £350,000 ($536,725).

Stephen Postlewhite. Mr. Postlewhite currently serves as Chief Executive Officer of Aspen Re. Mr. Postlewhite originally entered into a service agreement with Aspen Services on July 21, 2003 under which he agreed to serve as an actuary. Mr. Postlewhite entered into a new service agreement with Aspen Services on November 1, 2010 under which he agreed to serve as Head of Risk Capital and subsequently entered into a new service agreement with Aspen Services on September 4, 2014 under which he agreed to serve as Chief ~~Financial~~Executive Officer of Aspen ~~Holdings,~~Re, which is generally terminable upon ~~at least~~ 12 months’ notice by either party. ~~The agreement provides that~~ Mr. ~~Worth shall be paid an annual salary of £390,000, subject to annual review for increase. Mr. Worth’s~~Postlewhite’s service agreement ~~also~~ entitles him to participate in all management incentive plans and other employee benefits and fringe benefit plans made available to other senior executives or employees generally, including ~~continued~~ membership in the ~~Company’s~~Aspen Services’ pension scheme, ~~and to~~ medical insurance, permanent health insurance, personal accident insurance and life insurance. The service agreement also provides for a discretionary bonus ~~based on a bonus potential of 100% of salary which may be exceeded,~~ to be awarded annually as the Compensation Committee may determine. Mr. Postlewhite's current bonus potential is 150% of his salary. Effective September 4, 2014, Mr. Postlewhite’s salary increased to £365,000 ($559,728) from £329,600 ($505,442). Effective April 1, ~~2013,~~2016, Mr. ~~Worth’s~~Postlewhite’s salary ~~will remain £390,000. Per his service agreement,~~remained at £365,000 ($559,728).

Brian Boornazian. Mr. Worth also received £100,000 in restricted share units (converted at the prevailing exchange rate on the date of grant of November 1, 2012) and £200,000 in performance shares (converted at the prevailing exchange rate on the date of grant of November 1, 2012). Mr. Worth will also receive not less than $750,000 in restricted share units as part of the annual grant to executives in 2013, with any future participation subject to the discretion of the Chief Executive Officer and the Compensation Committee.

~~Julian Cusack.~~ ~~Mr. Cusack entered into a service agreement with Aspen Insurance U.K. Services Limited with effect from October 27, 2011 to serve as Group Chief Risk Officer and to continue to serve~~Boornazian currently serves as Chairman of Aspen ~~Bermuda, generally terminable upon at least 12 months’ notice by either party. The agreements provide that~~Re. Mr. Cusack shall be paid an annual salary of £370,000, subject to annual review. Mr. Cusack’s service agreement also entitles him to participate in all management incentive plans and other employee benefits and fringe benefit plans made available to other senior executives or employees generally, including continued membership in the Company’s pension scheme and to medical insurance, permanent health insurance, personal accident insurance and life insurance. The service agreement also provides for a discretionary bonus based on a bonus potential of 100% of his salary to be awarded annually as the Compensation Committee may determine. For 2010, no salary increase was approved. Effective April 1, 2011, Mr. Cusack’s salary was £370,000 and effective April 1, 2012, Mr. Cusack’s salary was £382,000. Effective February 25, 2013, Mr. Cusack’s salary was £300,000 (including payment in lieu of pension contributions) reflecting his change in role as described below.

Mr. Cusack stepped down as Chief Risk Officer with effect February 7, 2013. He will remain with the Company with responsibility for strategic projects and as Chairman of Aspen Bermuda. As a result, Mr. Cusack entered into a new service agreement dated February 25, 2013. Under his new agreement, Mr. Cusack will no longer be eligible for awards under our long-term incentive plan, and his bonus potential would reduce from 100% to 60%. His contract would be terminable upon six months’ notice by either party. Mr. Cusack’s service agreement also entitles him to participate in all employee benefits and fringe benefit plans made available to other senior executives or employees generally, including medical insurance, permanent health insurance,

personal accident insurance and life insurance. In addition, if Mr. Cusack’s employment is terminated without cause prior to the vesting of the 2012 performance shares, the Company will procure that any outstanding long-term incentive awards granted in 2012 and prior years continue to be subject to relevant performance tests and consequent vesting on their vesting date or that compensation is paid for the loss of any outstanding long-term incentive award.

~~James Few.~~ Mr. Few entered into a service agreement with Aspen Bermuda with effect March 10, 2005 under which he has agreed to serve as Head of Property Reinsurance and Chief Underwriting Officer of Aspen Bermuda. The agreement generally may be terminated upon at least 12 months’ notice by either party. Mr. Few currently serves as Chief Executive Officer of Aspen Bermuda and Chief Executive Officer of Aspen Re. The agreementBoornazian originally provided that Mr. Few will be paid an annual salary of $400,000, subject to annual review. Mr. Few is also provided with an annual housing allowance of $180,000, two return airfares between Bermuda and the U.K. per annum for himself and his family and reasonable relocation costs. The agreement also entitles him to private medical insurance, permanent health insurance, personal accident insurance and life assurance. Under the agreement Mr. Few remains a member of the Aspen U.K. Pension Plan. The service agreement also provides for a discretionary bonus to be awarded at such times and at such level as the Compensation Committee may determine. Mr. Few’s bonus potential was 115% of his salary for 2012. On February 6, 2013, the Compensation Committee approved an increase in Mr. Few’s bonus potential to 150% of his salary reflecting his added responsibilities and change in role. For 2010, no salary increase was approved. Effective April 1, 2011, Mr. Few’s salary was $515,000. Effective April 1, 2012, Mr. Few’s salary was $560,000. Effective April 1, 2013, Mr. Few’s salary will be $576,800.

~~Brian Boornazian.~~ ~~Mr. Boornazian~~ entered into an employment agreement with Aspen Insurance U.S. Services Inc. under which he ~~has~~ agreed to serve as President and Chief Underwriting Officer, Property Reinsurance, of Aspen Re America, Inc. for an initial three-year term, with annual extensions thereafter. ~~Mr. Boornazian currently serves as Chairman of Aspen Re.~~ The agreement originally provided that Mr. Boornazian ~~will~~would be paid an annual salary of $330,000, subject to review from time to time, as well as eligibility for a discretionary annual bonus and ~~shall be eligible to participate~~participation in all incentive compensation, retirement and deferred compensation plans available generally to senior officers. Mr. Boornazian is also entitled to supplemental life and disability coverage. Mr. Boornazian’s current bonus potential ~~was~~is 135% of his ~~salary for 2012. For 2010, no salary increase was approved.~~salary. Effective April 1, ~~2011,~~2015, Mr. Boornazian’s salary ~~was $540,000.~~increased to $612,000 from $600,000. Effective April 1, ~~2012~~2016, Mr. Boornazian’s salary ~~was $560,000. Effective April 1, 2013,~~remained at $612,000.

Emil Issavi. Mr. ~~Boornazian’s salary will be $576,800.~~

~~Mario Vitale.~~Issavi currently serves as President and Chief Underwriting Officer of Aspen Re. Mr. ~~Vitale~~Issavi originally entered into an employment agreement with Aspen Insurance U.S. Services Inc. under which he ~~has~~ agreed to serve as ~~President~~Head of ~~U.S. Insurance of the Aspen Insurance Group~~Casualty Reinsurance for a ~~one-year~~three-year term, with annual extensions thereafter. ~~Mr. Vitale became Chief Executive Officer of Aspen Insurance effective June 25, 2012.~~ The agreement ~~provides~~originally provided that Mr. ~~Vitale will~~Issavi would be paid an annual salary of ~~$750,000,~~$400,000, subject to review from time to time, as well as eligibility for a discretionary annual bonus ~~based on a bonus potential of 120% of salary which may be exceeded. Mr. Vitale will be eligible to participate in the Company’s long-term incentive plan in 2011~~ and future years, with any grant to be in the discretion of the Co-Chief Executive Officer of Aspen Insurance at the time and the Compensation Committee, for a value of $850,000 per year. Pursuant to the employment agreement Mr. Vitale received a one-time cash award of $1,000,000, which Mr. Vitale would have been required to repay if he had terminated the employment agreement within one year of his commencement date. Mr. Vitale also received an award of $2,276,000 in restricted share units, which vest over a three-year period. Mr. Vitale is eligible to participateparticipation in all incentive compensation, retirement and deferred compensation ~~and benefit~~ plans available generally to senior ~~officers, and~~officers. Mr. Issavi is also entitled to supplemental ~~life~~disability benefits. Mr. Issavi received a salary and ~~disability coverage. In addition, Mr. Vitale will be entitled to (i) participate~~bonus adjustment in ~~an arrangement whereby he will be eligible for certain retirement funding by Aspen Insurance U.S. Services Inc. for amounts that could not otherwise be contributed~~October 2014 in connection with his appointment to the position of President of Aspen ~~Insurance U.S. Services Inc. 401(k) plan due to applicable U.S. Internal Revenue Code limitations, (ii) relocation benefits, which included temporary housing for six months,~~Re in September 2014. Mr. Issavi’s current bonus potential is 150% of his salary and ~~(iii) indemnification for damages and costs arising from any action by Mr. Vitale’s former employer relating to~~ his ~~employment with Aspen Insurance U.S. Services Inc. (other than damages that arise out of willful~~

~~malfeasance by Mr. Vitale). Mr. Vitale’s~~ salary ~~for 2012 remained at $750,000.~~was $550,000 in 2015. Effective April 1, ~~2013,~~2016, Mr. ~~Vitale’s~~Issavi’s salary ~~will be $772,500.~~

~~The~~remained at $550,000.

In addition, the agreements for ~~all~~ our NEOs contain provisions relating to reimbursement of expenses, confidentiality, non-competition and non-solicitation. ~~The employees have for the benefit of their respective beneficiaries life insurance (and in~~In the case of ~~Messrs.~~Mr. Boornazian, ~~and Vitale,~~he also receives supplemental life ~~insurance benefits).~~

and disability benefits. In the case of Mr. Issavi, he also receives supplemental disability benefits.

Outstanding Equity Awards at ~~2012~~2015 Fiscal Year-End

The following table sets forth information concerning ~~outstanding options to purchase ordinary shares and other~~ outstanding share awards held by the NEOs as of December 31, ~~2012:~~

   Option Awards Share Awards
Name
Year of
Grant Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or
Units That
Have Not
Vested
(#) Market
Value of
Shares or
Units
That
Have Not
Vested (1)
($) Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#) Equity
Incentive Plan
Awards:
Market
Value or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have
Not Vested (1)
($)
Christopher O’Kane
2004    23,603    24.44    12/22/2014    —    —    —    —
2006    87,719    23.65    02/16/2016    —    —    —    —
2007    75,988    27.28    05/04/2014    —    —    —    —
2010    —    —    —    53,592 (2) 1,719,231    —    —
2011    —    —    —    27,759 (3) 890,509    27,759 (4) 890,509
2012    —    —    —    34,842 (5) 1,117,731    41,326 (6) 1,325,738
John Worth
2012    —    —    —    7,242 (5) 232,323    6,670 (6) 213,974
Julian Cusack
2004    14,162    24.44    12/22/2014    —    —    —    —
2006    59,033    23.65    02/16/2016    —    —    —    —
2007    18,997    27.28    05/04/2014    —    —    —    —
2010    —    —    —    12,505 (2) 401,160    —    —
2011    —    —    —    7,773 (3) 249,358    7,773 (4) 249,358
2012    —    —    —    10,451 (5) 335,268    12,398 (6) 397,728
Richard Houghton (8)
2012    —    —    —    —    —    —    —
James Few
2004    35,404    24.44    12/22/2014    —    —    —    —
2006    63,409    23.65    02/16/2016    —    —    —    —
2007    41,793    27.28    05/04/2014    —    —    —    —
2010    —    —    —    13,398 (2) 429,808    —    —
2011    —    —    —    8,328 (3) 267,162    8,328 (4) 267,162
2012    —    —    —    20,904 (5) 670,600    24,796 (6) 795,456
Brian Boornazian
2004    7,868    24.44    12/22/2014    —    —    —    —
2006    51,862    23.65    02/16/2016    —    —    —    —
2007    45,593    27.28    05/04/2014    —    —    —    —
2010    —    —    —    13,398 (2) 429,808    —    —
2011    —    —    —    8,328 (3) 267,162    8,328 (4) 267,162
2012    —    —    —    20,904 (5) 670,600    24,796 (6) 795,456
Mario Vitale
2011    —    —    —    67,151 (3)(7) 2,154,204    10,556 (4) 338,636
2012    —    —    —    20,904 (5) 670,600    24,796 (6) 795,456

2015:



	Share Awards
Name	Year of Grant	Number of Shares or Units That Have Not Vested (#)		Market Value of Shares or Units That Have Not Vested ⁽¹⁾ ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested⁽¹⁾ ($)
Christopher O’Kane	2013	57,898	(2)	2,796,473	—		—
	2014	74,374	(3)	3,592,264	25,720	(4)	1,242,276
	2015	43,405	(5)	2,096,462	44,862	(6)	2,166,835
Scott Kirk	2013	2,254	(2)(7)	108,868	—		—
	2014	6,508	(3)	314,336	2,250	(4)	108,675
	2015	10,851	(5)	524,103	11,215	(6)	541,685
Stephen Postlewhite	2013	15,237	(2)	735,947	—		—
	2014	13,945	(3)	673,544	4,822	(4)	232,903
	2015	18,990	(5)	917,217	19,627	(6)	947,984
Brian Boornazian	2013	28,441	(2)	1,373,700	—		—
	2014	26,031	(3)	1,257,297	9,002	(4)	434,797
	2015	16,277	(5)	786,179	16,823	(6)	812,551
Emil Issavi	2013	14,220	(2)	686,826	—		—
	2014	15,805	(3)	763,382	5,465	(4)	263,960
	2015	16,277	(5)	786,179	16,823	(6)	812,551

___________


(1)	Calculated based upon the closing price of ~~$32.08~~$48.30 per share of the Company’s ordinary shares on December 31, ~~2012~~2015, as reported by the NYSE.

~~(2)~~

~~Under the terms of the 2010~~

(2) Under the terms of the 2013 performance share awards, one-third of the grant is eligible for vesting each year. All shares eligible to vest will vest following the completion of a three-year service-vesting period. If the return on equity (calculated excluding accumulated other comprehensive income) achieved in any given year is:

~~less than 7%, then the portion of the performance shares subject to the vesting conditions in such year will be forfeited (i.e., 33.33% of the initial grant);~~

~~between 7% and 12%, then the percentage of the performance shares eligible for vesting in such year will be between 10% and 100% on a straight-line basis; or~~

~~between 12% and 22%, then the percentage of the performance shares eligible for vesting in such year will be between 100% and 200% on a straight-line basis.~~

~~Amount represents (i) 85.6% of the performance shares becoming eligible to vest in respect of~~ one-third of the grant ~~as our return on equity~~is eligible for 2010 was 11.2%, (ii) forfeiture in respect of one-third of the grant as our return for 2011 was (5.3%) and (iii) 64% of the performance shares becoming eligible to vest in respect of one third of the grant as our return on equity (excluding other comprehensive income) for 2012 was 10.0%. The performancevesting each year. All shares eligible to vest ~~based on 2012 performance vested and became issuable upon~~will vest following the ~~filing~~completion of ~~our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on February 26, 2013.~~

~~(3)~~

Under the terms of the 2011 performance share awards, one-third of the grant is eligible for vesting each year. All shares eligible to vest will vest following the completion of a three-year service-vesting period. If the return on equity (calculated excluding accumulated other comprehensive income) achieved in 2011 is:

•

~~less than 6%, then the portion of the performance shares subject to the vesting conditions would have been forfeited (~~~~i.e.~~~~, one-third of the initial grant);~~

~~between 6% and 11%, then the percentage of the performance shares eligible for vesting would have been between 10% and 100% on~~ a ~~straight-line basis; or~~

three-year service-vesting period.

~~between 11% and 21%, then the percentage of the performance shares eligible for vesting would have been between 100% and 200% on a straight-line basis.~~

If the ~~return on equity (calculated excluding accumulated other comprehensive income)~~growth in diluted BVPS, after adding back dividends, achieved in ~~2012~~2013 is:

less than 5%, then the portion of the performance shares subject to the vesting conditions will be forfeited ~~(i.e. 33.33%~~(i.e., one-third of the initial grant);

less than 5.2%, then the portion of the performance shares subject to the vesting conditions will be forfeited (i.e., one-third of the initial grant);

less than 5.6%, then the portion of the performance shares subject to the vesting conditions will be forfeited (i.e., one-third of the initial grant);



	2013 Performance (Phantom) Shares Earned Based on 2013, 2014 and 2015 Performance	2013 Unvested Restricted Share Units
Christopher O’Kane	51,159	6,739
Scott Kirk	1,616	638
Stephen Postlewhite	13,464	1,773
Brian Boornazian	25,131	3,310
Emil Issavi	12,565	1,655

less than 5.2%, then the portion of the performance shares subject to the vesting conditions will be forfeited (i.e., one-third of the initial grant);

less than 5.6%, then the portion of the performance shares subject to the vesting conditions will be forfeited (i.e., one-third of the initial grant);



	Portion of 2014 Performance Shares Earned Based on 2014 and 2015 Performance	2014 Unvested Restricted Share Units
Christopher O’Kane	57,228	17,146
Scott Kirk	5,008	1,500
Stephen Postlewhite	10,731	3,214
Brian Boornazian	20,030	6,001
Emil Issavi	12,162	3,643

less than 5.6%, then the portion of the performance shares subject to the vesting conditions will be forfeited (i.e., one-third of the initial grant);

2015 Option Exercises and Shares Vested

The following table summarizes share option exercises and share issuances by our NEOs during the twelve months ended December 31, ~~2012~~2015 (excluding any shares purchased under our employee share purchase plans):

   Option Awards    Share Awards
Name
   Number of
Shares
Acquired on
Exercise (#)    Value
Realized on
Exercise ($)(1)    Number of
Shares
Acquired on
Vesting (#)    Value
Realized on
Vesting ($)
Christopher O’Kane
   991,830       12,739,261       104,523       2,811,669(2)
Julian Cusack
   133,474       1,733,784       52,261       1,405,821(2)
Richard Houghton
   12,518       48,754       41,995       1,129,666(2)
James Few
   —       —       43,550       1,171,495(2)
Brian Boornazian
   —       —       43,550       1,171,495(2)
Mario Vitale
   —       —       28,298       783,006(3)

2015 Nonqualified Deferred Compensation

Executive
Contributions in
Last FY ($)

Registrant
Contributions in
Last FY⁽¹⁾ ($)

Aggregate
Earnings/(Loss)
in Last FY ($)

Aggregate
Withdrawals/
Distributions ($)

Aggregate
Balance
at Last FYE⁽²⁾($)

(2) Aggregate balance reflects correction made in 2015 as a result of an administrative error.

In addition to the 401(k) ~~plan~~Plan operated in the U.S., ~~we operate a~~Aspen U.S. operates the Nonqualified Deferred Compensation Plan. The Nonqualified Deferred Compensation Plan ~~in order~~was adopted during 2014 to provide ~~certain individuals of management or highly compensated employees, as designated~~the Company’s senior executives located in the United Sates, including Messrs. Boornazian and ~~approved by the Compensation Committee,~~Issavi, with supplemental retirement benefits. The Nonqualified Deferred Compensation Plan ~~is put in place~~was implemented primarily due ~~primarily~~ to the limitations imposed on benefits payable under tax-qualified retirement plans by the U.S. Internal Revenue Code. It is intended that the Nonqualified Deferred Compensation Plan, by providing this supplemental retirement benefit, will assist the Company in retaining Messrs. Boornazian and ~~attracting individuals~~Issavi. On August 1, 2014, each of ~~exceptional ability.~~

~~Contributions for each participant will be~~Messrs. Boornazian and Issavi began participating in the Nonqualified Deferred Compensation Plan.

Employer contributions to the Nonqualified Deferred Compensation Plan are determined each year by the Compensation Committee. ~~Contributions~~Employer contributions made may consist of matching contributions, profit sharing contributions, and other discretionary contributions as determined by the Compensation Committee. Matching contributions and profit sharing contributions are made in order to equal the full amount of contributions that would have been made under the 401(k) ~~plan,~~Plan, assuming the maximum amount of elective deferral contributions permitted were contributed, where the actual amount of matching contributions and profit sharing

contributions made ~~was~~were less than that maximum amount due to U.S. Internal Revenue Code limitations. ~~Profit sharing~~Employer contributions are made where the participant’s compensation in the prior calendar year is in excess of the compensation limits set forth under the U.S. Internal Revenue Code. A designated percentage of the value of compensation in excess of this limit is contributed as profit sharing. Contributions are subject to three-year cliff vesting.

Pursuant to the Nonqualified Deferred Compensation Plan, participating NEOs are provided with a choice of investment options with varying degrees of risk. The amounts shown in the “Aggregate Earnings/(Loss)” column represents the amount of investment earnings or losses realized by each of Messrs. Boornazian and Issavi under the Nonqualified Deferred Compensation Plan during 2015.

We do not have a defined benefit plan. Generally, our NEOs participate in our retirement benefits ~~are provided~~on the same basis as all other employees in their local jurisdiction, subject to ~~our NEOs according to their home country.~~

satisfying any eligibility requirements and applicable local law.

United Kingdom. ~~In the U.K. we~~ We have a defined contribution plan in the United Kingdom which was established in 2005 for our U.K. employees, called the Aspen U.K. Pension Plan. All ~~permanent~~ employees are eligible to participate in the Aspen U.K. Pension ~~Plan.~~Plan in accordance with the auto enrollment legislation introduced in the United Kingdom. Messrs. O’Kane, ~~Cusack, Worth~~Kirk and ~~Few~~Postlewhite were eligible to participate in the ~~plan~~Aspen U.K. Pension Plan during ~~2012.~~2015. Under the rules of the ~~plan,~~Aspen U.K. Pension Plan, participating employees are required to contribute a minimum of 3% of their base salary into the plan. This contribution can be made via a salary sacrifice arrangement. The employer contributions made to the ~~pension plan~~Aspen U.K. Pension Plan are based on a percentage of base salary based on the age of the employee. There are two scales: a standard scale for all U.K. participants and a directors’ scale which applies to certain key senior employees. ~~Messrs.~~Mr. O’Kane ~~Cusack and Worth were paid~~is eligible for employer contributions based on the directors’ scale while the other U.K.-based NEOs are eligible for employer contributions based on the standard scale.

Scale
   Employee
Contribution
Percentage of
Salary Age of
Employee    Company
Contribution
Percentage of
Employee’s Salary
Standard Scale
   3% 18 - 19       5 %
   3% 20 - 24       7 %
   3% 25 - 29       8 %
   3% 30 - 34       9.5 %
   3% 35 - 39       10.5 %
   3% 40 - 44       12 %
   3% 45 - 49       13.5 %
   3% 50 - 54       14.5 %
   3% 55 plus       15.5 %
Director Scale
   3% 20 - 24       7 %
   3% 25 - 29       8 %
   3% 30 - 34       9.5 %
   3% 35 - 39       12 %
   3% 40 - 44       14 %
   3% 45 - 49       16 %
   3% 50 - 54       18 %
   3% 55 plus       20 %

Employee
Contribution
Percentage of
Salary

Company
Contribution
Percentage of
Employee’s Salary

The employee and employer contributions are paid to individual investment accounts set up in the name of the employee. Employees may choose from a selection of investment funds although the day-to-day management of the investments is undertaken by professional investment managers. ~~At retirement this fund is then used to purchase retirement benefits.~~

If an employee leaves the Company before retirement all contributions to the account will cease. If an employee has at least two years of qualifying service, the employee has the option of (i) keeping his or her account, in which case the full value in the pension will continue to be invested until retirement age, or (ii) transferring the value of the account either to another employer’s approved pension plan or to an approved personal pension plan. Where an employee leaves the Company with less than two years of service, ~~such~~the employee ~~will be eligible to receive~~has the option of (i) receiving a refund equal to the part of their account which represents their ~~own~~ contributions ~~only. This~~only, such refund isbeing subject to U.K. tax and social ~~security. If an employee completes less than two years qualifying service, but more than three months, they have the option of~~security, or (ii) transferring the ~~full~~ value of ~~their pension~~the account to ~~any authorized~~another employer’s approved pension ~~arrangement that agrees~~plan or to ~~accept such payment,~~an approved personal pension plan within three months of their leaving date.

Changes in the rules regarding U.K. tax relief on pension contributions relating both to the total annual contribution amounts and to a “life-time” allowance limit have reduced the tax effectiveness of the defined contribution scheme for some staff that have or may have either higher levels of contribution or higher levels of pension savings.

For those employees who would have employer pension contribution over the annual limit, we have agreed that we may pay ~~an annual lump sum (subject to statutory deductions) of~~them the difference between the employer plan contribution rate and the annual contribution limit. This amount is subject to statutory deductions. For those employees who have or are likely to have total pension savings over the “life-time” allowance limit, we have agreed that they may elect to opt out of the pension plan, in which case we ~~may~~will pay them a ~~monthly~~cash amount, ~~(subject~~subject to statutory ~~deductions)~~deductions, equal to ~~their~~the employer pension ~~contribution.~~

~~Messrs.~~contribution they would otherwise have received.

Mr. O’Kane ~~and Worth have~~ opted out of the Aspen U.K. pension plan due to the likelihood that ~~their~~his total pension savings at retirement would otherwise be above the lifetime ~~allowance. They~~allowance limit. He therefore ~~receive~~receives a cash payment in lieu of pension contribution subject to statutory deduction. ~~Mr. Cusack participates~~

Messrs. Kirk and Postlewhite participate in the Aspen U.K. ~~Pension Plan~~pension plan. Contributions follow the standard scale and are calculated on base salary. As the level of our contribution exceeds the U.K. annual allowance limit, Mr. Postlewhite also receives a cash payment in lieu of part of the Company’s ~~contribution due to the annual contributions being in excess of the annual allowance.~~

~~These arrangements are subject~~contribution.

The Company continues to review ~~depending on~~these arrangements in light of possible future legislation and regulation of U.K. pension schemes.

In 2010, we established an Employer-Financed Retirement Benefits Scheme which was, at that time, particularly suitable for our U.K. employees. All employees between the ages of 18 and 60 whose duties are performed outside of Guernsey were eligible to participate. Messrs. O’Kane and Houghton participated in the plan during 2010.

Due to changing tax conditions within the U.K. we closed this arrangement in 2012. This involved seeking the agreement of members and the trustees of the scheme. Contributions were made by the members up until March 2011, after which no further contributions were made. Disinvestment of the scheme funds contributed by the members commenced in December 2011 and in January 2012 all funds were received by the members. The

scheme was closed in the first quarter of 2012 and the individual fund amounts were either paid to employees, subject to appropriate statutory deductions, or transferred (if possible under the scheme rules and legislation) to the defined contribution scheme. Messrs. O’Kane and Houghton have ceased to be members of the scheme and have received refunds of contributions, subject to statutory deductions.

United States. In the U.S., we operate the ~~Aspen Insurance U.S. Services, Inc.~~ 401(k) ~~plan.~~Plan. Employees of Aspen Insurance U.S. Services Inc. are eligible to participate in ~~this plan.~~the 401(k) Plan. There are three types of contributions to the 401(k) Plan: (i) employee contributions, (ii) employer matching contributions and (iii) employer discretionary profit sharing contributions. Messrs. Boornazian and Vitale participated in this plan in 2012. In addition they each received profit sharing contributions as part of their pension contributions to them by the Company. Messrs. Boornazian and Vitale continue toIssavi participate in the 401(k) ~~plan.~~Plan.

Employee contributions. Participants may elect to defer a ~~salary reduction contribution~~percentage of their eligible compensation, subject to certain limits, on a pre-tax or after-tax basis into the 401(k) ~~plan.~~Plan. Their ~~taxable income~~eligible compensation is then reduced by ~~the amount~~this election and contributed into the ~~plan. This lets participants~~401(k) Plan which may reduce their ~~current~~ federal and most state income taxes. ~~The 401(k) safe harbor plan allows employees~~

Employer matching contributions. Employees are eligible for matching contributions from the Company only if they elect to ~~contribute a percentage of their salaries (up~~make deferral contributions. We have elected to ~~the maximum deferral limit set forth~~make matching contributions to all eligible participants in ~~the plan). We make a qualified matching contribution of 100%~~an amount equal to one hundred percent (100%) of the first three percent (3%) of an employee’s ~~salary reduction contribution up to 3% of their salary, plus a matching contribution of 50%~~eligible compensation and fifty percent (50%) of the next two percent (2%) of an employee’s ~~salary reduction contribution from 3% to 5% of their salary for each payroll period. The employer’s matching contribution is~~eligible compensation, subject to certain limits ~~based on the employee’s earnings~~ as set by the U.S. Internal Revenue ~~Service annually.~~Service. Participants are always ~~fully~~one hundred percent (100%) vested in their ~~401(k) plan with respect to their~~deferral contributions, safe harbor matching employer contributions, rollover contributions and any earnings or losses on the ~~employer’s matching contributions.~~

~~Discretionary~~investment of such contributions in to the 401(k) Plan.

Employer discretionary profit sharingcontributions. These contributions are made annually, during the first quarter of the fiscal year, to all eligible employees who are employed as of the last day of the plan year by Aspen Insurance U.S. Services Inc. and are based on the following formula:

Contribution
by the
Company as a
Percentage of
Employee’s
Salary



Payment of Filing Fee (Check the appropriate box):

þ		No fee required.

¨
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

		(1)		Title of each class of securities to which transaction applies:

	(2)		Aggregate number of securities to which transaction applies:

	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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Key Metric ⁽¹⁾	2015	2014	2013
Operating Return on Equity ⁽²⁾	10.0%	11.5%	9.7%
Diluted Book Value per Ordinary Share	$46.00	$45.13	$40.90
Adjusted Diluted Book Value per Ordinary Share Growth ⁽³⁾	10.7%	13.3%	6.2%
Combined Ratio	91.9%	91.7%	92.6%
Gross Written Premiums	$3.00 Bn	$2.90 Bn	$2.65 Bn
Diluted Net Income per Share	$4.54	$4.82	$4.14





¨	o	Fee paid previously with preliminary ~~materials.~~materials

¨		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


	(1)		Amount Previously Paid:

	(2)		Form, Schedule or Registration Statement No.:

	(3)		Filing Party:

	(4)		Date Filed:


1.	To re-elect Messrs. ~~Richard Bucknall, Peter O’Flinn~~Ronald Pressman and ~~Ronald Pressman~~Gordon Ireland and to elect Mr. Karl Mayr as Class III directors of the ~~Company and elect Mr. Gordon Ireland as a Class III director of the~~ Company;


2.	To provide a non-binding, advisory vote onapproving the compensation of the Company’s named executive ~~compensation~~officers set forth in the proxy statement (“Say-On-Pay Vote”);

	5.
4.	To re-appoint KPMG ~~Audit plc,~~LLP (“KPMG”), London, England, to act as the Company’s independent registered public accounting firm and auditor for the fiscal year ending December 31, ~~2013~~2016 and to authorize the Board of Directors of the Company (the “Board”) through the Audit Committee to set the remuneration for ~~the independent registered public accounting firm;~~KPMG; and

	6.
5.	To consider such other business as may properly come before the Annual General Meeting or any adjournments thereof.


2.	To vote FOR the approval of compensation of the Company’s named executive officers as set forth in this Proxy Statement, as part of the non-binding, advisory say-on-pay vote (“Say-On-Pay Vote”);


3.	To vote FOR the adoption of the Company’s 2016 Stock Incentive Plan for Non-Employee Directors; and


4.	To vote FOR the re-appointment of KPMG LLP (“KPMG”), London, England, to act as the Company’s independent registered public accounting firm and auditor for the fiscal year ending December 31, 2016 and to authorize the Board through the Audit Committee (the “Audit Committee”) to set the remuneration for KPMG.


(1)	Effective ~~February 7, 2013.~~October 29, 2014, Ms. Hutter also serves as the Company’s Lead Independent Director.



Name		Age			~~Position~~ Position(s)
Christopher ~~O’Kane(1)~~ O’Kane ⁽¹⁾			5861		Group Chief Executive Officer
Brian Boornazian		55		Chairman of Aspen Re, President of Aspen Re America, Chief Executive Officer of North America and Performance Director of Aspen Re.
Michael Cain		43		Chief Executive Officer of Aspen ~~Holdings~~
~~Brian Boornazian~~			52			~~Chairman of Aspen Re~~
~~Michael Cain~~			40			Bermuda, Group General Counsel, Head of Group Human Resources and Company Secretary
~~James Few~~ David Cohen			4157		President and Chief Underwriting Officer of Aspen Insurance
Lisa Gibbard		42		Chief of Operations and Group Head of IT
Karen Green		48		Chief Executive Officer of ~~Aspen Re, Chief Executive Officer of Aspen Bermuda~~
~~Karen Green~~			45			~~Chief Executive Officer,~~ Aspen U.K. and AMAL, Group Head of Corporate Development and Office of the Group Chief Executive Officer
~~Emil Issavi~~ Ann Haugh			4044		President of Aspen International Insurance and Chief Operating Officer of Aspen Insurance
Emil Issavi		43		President and Chief Underwriting Officer ~~and Executive Vice President~~ of Aspen Re
~~Stephen Postlewhite~~ Scott Kirk			4142		Group Chief Financial Officer
Stephen Postlewhite		44		Chief ~~Risk~~Executive Officer of Aspen Re
~~Kate Vacher~~ Robert Rheel			4153		President of Aspen U.S. Insurance
Richard Thornton		44		Group Chief Risk Officer and Head of Strategy
Kate Vacher		44		Director of Underwriting
~~Rupert Villers~~	Mario Vitale		60			~~Chairman of Insurance, President of International Insurance~~
~~Mario Vitale~~			57			Chief Executive Officer of Aspen Insurance ~~President of U.S. Insurance~~
~~John Worth~~			49			~~Chief Financial Officer of Aspen Holdings~~



Key Metric (1)	2012	2011	2010
Operating Return on Equity	8.5%	(3.4%)	9.1%
Diluted Book Value per Share	$40.65	$38.21	$38.90
Diluted Book Value per Share (after adding back dividends) (2)	$41.31	$38.81	$39.50


(1)	See Appendix B,A “Reconciliation of Non-U.S. GAAP Financial Measures” for a reconciliation of ~~Non-U.S.~~non-U.S. GAAP ~~Financial Measures.~~financial measures.


(2)	~~Change in~~Operating return on equity is calculated using operating income after tax less preference share dividends and non-controlling interest, divided by average equity.


Compensation Element	Key Philosophical Underpinning	Mix of 2012 Total Target Direct Compensation
Compensation Element	Key Philosophical Underpinning	Chief Executive Officer			Average Other Continuing NEOs
Base Salary	• Attract and retain key talent • Provide financial certainty and stability		18	%		26	%
Annual Cash Incentive	• Incentivize and motivate executives to meet or exceed our short-term business and financial objectives • Promote team orientation by encouraging participants in all areas of the Company to work together to achieve common Company goals		32	%		29	%


Named Executive Officer	2012 % Salary Increase	2012 Actual Bonus Awarded			2012 Actual Bonus Awarded (% of Target)	Grant Date Fair Value of 2012 Performance Shares	Grant Date Fair Value of Restricted Share Units	Value of 2012 Performance Shares Earned (1)
Christopher O’Kane	3.0%		$ 1,505,465		99.9%	$1,469,163	$539,988	$436,160
John Worth	—		$ 380,328	(2)	N/A (2)	$ 271,963	$144,899	$ 70,416
Julian Cusack	3.2%		$ 665,891		110%	$ 440,749	$161,976	$130,822
Richard Houghton (3)	—		—		—	$ 440,749	$161,976	—
James Few	8.7%		$ 966,000		150%	$ 881,498	$323,978	$261,677
Brian Boornazian	3.7%		$ 831,600		110%	$ 881,498	$323,978	$261,677
Mario Vitale	—		$ 450,000		50%	$ 881,498	$323,978	$261,677


Named Executive Officer	2011 Annualized Base Salary (1)	2012 Annualized Base Salary (1)	% Increase
Christopher O’Kane(2)	$835,929	$861,007	3.0%
John Worth(2)	—	$618,033(3)	—
Julian Cusack(2)	$586,339	$605,355	3.2%
Richard Houghton(2)	$586,339	$605,355(4)	—
James Few	$515,000	$560,000	8.7%
Brian Boornazian	$540,000	$560,000	3.7%
Mario Vitale	$750,000	$750,000	—


Executive Group	Corporate Funding	Team Funding
Chief Executive Officer	100%	—
Corporate Executive Committee Members (John Worth and Julian Cusack)	100%	—
Underwriting Executive Committee Members (Messrs. Boornazian, Few, and Vitale)	50%	50%


Performance Level	Corporate Operating Return on Equity (1)	Approximate Resulting Bonus Payout (as a % of Bonus Potential)
Threshold	4.3%	50%
Target	8.9%	100%
Maximum	14.8%	140%


Named Executive Officer	2012 Bonus Potential			2012 Actual Bonus
Named Executive Officer	% of Base Salary	$ Value		% of Base Salary		$ Value		% of Bonus Potential
Christopher O’Kane	175	$	1,506,762		175	$	1,505,465		99.9
John Worth (1)	—		—		—	$	380,328		—
Julian Cusack	100	$	605,355		111	$	665,891		110
Richard Houghton (2)	100	$	605,355		—		—		—
James Few	115	$	644,000		176	$	966,000		150
Brian Boornazian	135	$	756,000		150	$	831,600		110
Mario Vitale	120	$	900,000		60	$	450,000		50



Named Executive Officer	2015 Bonus Potential			2015 Actual Bonus
Named Executive Officer	% of Base Salary	$ Value		% of Base Salary	$ Value		% of Bonus Potential
Christopher O’Kane ⁽¹⁾	175%	$	1,663,848	133%	$	1,257,066	76%
Scott Kirk ⁽¹⁾	100%	$	536,725	77%	$	411,603	77%
Stephen Postlewhite	150%	$	839,591	180%	$	1,007,510	120%
Brian Boornazian	135%	$	826,200	135%	$	826,000	100%
Emil Issavi	150%	$	825,000	165%	$	907,500	110%


Executive	Performance Shares				Restricted Share Units
Executive	Target # of Shares Awarded		Grant Date Fair Value of Award		# of Shares Awarded		Grant Date Fair Value of Award
Christopher O’Kane		61,990	$	1,469,163		21,246	$	539,988
John Worth (1)		10,006	$	271,963		5,047	$	144,899
Julian Cusack		18,597	$	440,749		6,373	$	161,976
Richard Houghton (2)		18,597	$	440,749		6,373	$	161,976
James Few		37,194	$	881,498		12,747	$	323,978
Brian Boornazian		37,194	$	881,498		12,747	$	323,978
Mario Vitale		37,194	$	881,498		12,747	$	323,978


Performance Level	2012 Growth in Book Value Per Share			Approximate Resulting Shares Earned (as a % of target) (1)
Threshold		5	%		10	%
Target		10	%		100	%
Maximum		20	%		200	%


(3)	The growth in diluted BVPS test for 2015 is described above.


	Cycles Based on Return on Equity Performance			Cycle Based on Book Value Per Share Performance
Named Executive Officer	2010 – 2012 Cycle		2011 – 2013 Cycle	2012 – 2014 Cycle
Named Executive Officer	# of Shares Earned (Based on 2012 Return on Equity Test Only)	Total Number of Shares Banked and to be Issued	# of Shares Earned (Based on 2012 Return on Equity Test Only)	# of Shares Banked (Based on 2012 Book Value Per Share Test Only)
Christopher O’Kane	22,927	53,592	27,759	13,596
John Worth	—	—	—	2,195
Julian Cusack	5,350	12,505	7,773	4,078
Richard Houghton(1)	—	7,155	—	—
James Few	5,732	13,398	8,328	8,157
Brian Boornazian	5,732	13,398	8,328	8,157
Mario Vitale	—	—	10,556	8,157


Name	Grant Date(1)		Approval Date(1)		Estimated Future Payout Under Equity Incentive Plan Awards(2)						All Other Share Awards: Number of Shares or Units(4) (#)		Grant Date Fair Value of Share Awards(5) ($)
Name	Grant Date(1)		Approval Date(1)		Minimum (#)		Target (#)		Maximum(3) (#)		All Other Share Awards: Number of Shares or Units(4) (#)		Grant Date Fair Value of Share Awards(5) ($)
Christopher O’Kane		02/08/2012		02/01/2012		0		61,990		123,980				1,469,163
		02/08/2012		02/01/2012								21,246		539,988
John Worth		11/01/2012		07/24/2012		0		10,006		20,012				271,963
		11/01/2012		07/24/2012								5,047		144,899
Julian Cusack		02/08/2012		02/01/2012		0		18,597		37,194				440,749
		02/08/2012		02/01/2012								6,373		161,976
Richard Houghton(6)		02/08/2012		02/01/2012		0		18,597		37,194				440,749
		02/08/2012		02/01/2012								6,373		161,976
James Few		02/08/2012		02/01/2012		0		37,194		74,388				881,498
		02/08/2012		02/01/2012								12,747		323,978
Brian Boornazian		02/08/2012		02/01/2012		0		37,194		74,388				881,498
		02/08/2012		02/01/2012								12,747		323,978
Mario Vitale		02/08/2012		02/01/2012		0		37,194		74,388				881,498
		02/08/2012		02/01/2012								12,747		323,978


	Option Awards								Share Awards
Name	Year of Grant		Number of Securities Underlying Unexercised Options Exercisable (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units That Have Not Vested (#)			Market Value of Shares or Units That Have Not Vested (1) ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1) ($)
Christopher O’Kane		2004		23,603		24.44		12/22/2014		—			—		—			—
		2006		87,719		23.65		02/16/2016		—			—		—			—
		2007		75,988		27.28		05/04/2014		—			—		—			—
		2010		—		—		—		53,592	(2)		1,719,231		—			—
		2011		—		—		—		27,759	(3)		890,509		27,759	(4)		890,509
		2012		—		—		—		34,842	(5)		1,117,731		41,326	(6)		1,325,738
John Worth		2012		—		—		—		7,242	(5)		232,323		6,670	(6)		213,974
Julian Cusack		2004		14,162		24.44		12/22/2014		—			—		—			—
		2006		59,033		23.65		02/16/2016		—			—		—			—
		2007		18,997		27.28		05/04/2014		—			—		—			—
		2010		—		—		—		12,505	(2)		401,160		—			—
		2011		—		—		—		7,773	(3)		249,358		7,773	(4)		249,358
		2012		—		—		—		10,451	(5)		335,268		12,398	(6)		397,728
Richard Houghton (8)		2012		—		—		—		—			—		—			—
James Few		2004		35,404		24.44		12/22/2014		—			—		—			—
		2006		63,409		23.65		02/16/2016		—			—		—			—
		2007		41,793		27.28		05/04/2014		—			—		—			—
		2010		—		—		—		13,398	(2)		429,808		—			—
		2011		—		—		—		8,328	(3)		267,162		8,328	(4)		267,162
		2012		—		—		—		20,904	(5)		670,600		24,796	(6)		795,456
Brian Boornazian		2004		7,868		24.44		12/22/2014		—			—		—			—
		2006		51,862		23.65		02/16/2016		—			—		—			—
		2007		45,593		27.28		05/04/2014		—			—		—			—
		2010		—		—		—		13,398	(2)		429,808		—			—
		2011		—		—		—		8,328	(3)		267,162		8,328	(4)		267,162
		2012		—		—		—		20,904	(5)		670,600		24,796	(6)		795,456
Mario Vitale		2011		—		—		—		67,151	(3)(7)		2,154,204		10,556	(4)		338,636
		2012		—		—		—		20,904	(5)		670,600		24,796	(6)		795,456


(3)	Under the terms of the 2014 performance share awards, one-third of the grant is eligible for vesting each year. All shares eligible to vest will vest following the completion of a three-year service-vesting period.


	Portion of 2012 Performance Shares Earned Based on 2012 Performance		2012 Restricted Share Units
Christopher O’Kane		13,596		21,246
John Worth		2,195		5,047
Julian Cusack		4,078		6,373
James Few		8,157		12,747
Brian Boornazian		8,157		12,747
Mario Vitale		8,157		12,747


(4)	Reflects 2014 performance shares, amount assumes a vesting of 100% for the remaining one-third of the grant.



	Portion of 2015 Performance Shares Earned Based on 2015 Performance	2015 Unvested Restricted Share Units
Christopher O’Kane	20,974	22,431
Scott Kirk	5,244	5,607
Stephen Postlewhite	9,177	9,813
Brian Boornazian	7,866	8,411
Emil Issavi	7,866	8,411