ASPEN INSURANCE HOLDINGS LIMITED

~~141 Front Street~~

~~Hamilton HM19~~

~~Bermuda~~

PROXY STATEMENT

FOR THE

ANNUAL GENERAL MEETING OF HOLDERS OF SHAREHOLDERS

~~to be held on April 21, 2016~~TO BE HELD ON APRIL 26, 2017

~~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, 2015 are available at~~

~~http://www.edocumentview.com/AHL~~ ~~and~~ ~~http://www.aspen.co~~

~~GENERAL INFORMATION~~

This proxy statement ~~(the~~(this “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,” “Aspen,” “we,” “us” or “our” and, together with its subsidiaries, the “Group”) to be voted at our annual general meeting of shareholders to be held at the offices of the Company located at 141 Front Street, Hamilton HM19, Bermuda on April ~~21, 2016~~26, 2017 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 Annual General Meeting may be obtained by contacting the Company at 1+1 (441) 295-8201. This Proxy Statement, the Notice of Internet Availability of Proxy Materials and the accompanying form of proxy are being first mailed to shareholders on or about March ~~10, 2016.~~15, 2017. These proxy materials, along with a copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015,~~2016, are also available for viewing at http://www.edocumentview.com/AHL and http://www.aspen.co.

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


1.	To vote FOR the re-election of Messrs. ~~Ronald Pressman~~Christopher O’Kane, John Cavoores and ~~Gordon Ireland~~Albert Beer and ~~the election of~~Ms. Heidi Hutter and to elect Mr. ~~Karl Mayr~~Matthew Botein as Class ~~III~~I directors of the Company;


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~~2017 and to authorize the Board through the Audit Committee (the “Audit Committee”) to set the remuneration for KPMG.

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 43 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 ~~22, 2016,~~27, 2017, the record date for the determination of persons entitled to receive notice of, and to vote at, the Annual General Meeting, there were ~~60,762,721~~59,945,096 ordinary shares of the Company, par value U.S. 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 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% U.S. 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 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%.

The applicability of the voting power reduction provisions to any particular shareholder depends on facts and circumstances that may be known only to the shareholder or related 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, we are authorized to require any shareholder to provide such information as the Board may deem necessary for the purpose of determining whether any 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 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).

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. Therefore, every shareholder will be entitled on a poll to one vote for each ordinary share held by such 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 of the Company on a poll and seek authority from the 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, 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.~~63 to 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 at the Annual General Meeting.

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 fiscal year ended December 31, ~~2015~~2016 were approved by the Board and will be presented at the Annual General Meeting. There is no requirement under Bermuda law that these financial statements be approved by shareholders and no such approval will be sought at the 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 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 at ~~the address indicated on page 3 of this Proxy Statement~~141 Front Street, Hamilton HM19, Bermuda prior to the Annual General Meeting. It is the responsibility of the 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 3 and 43 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 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 appointing him or her. Any shareholder who executes a proxy may revoke it at any time before it is voted by (i) delivering to the Company Secretary a written statement revoking such proxy, (ii) executing and

delivering a later-dated proxy or (iii) voting in person at the Annual General Meeting. Attendance at the Annual General Meeting by a 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” for such beneficial owners may not vote in their discretion on non-routine matters, such as Proposals 1 2 and 3,2, but have the discretion to vote on routine matters, such as Proposal 4.3. If beneficial owners do not provide voting instructions to their brokerage firm or other nominee, such

brokerage firm or other nominee may therefore only vote their shares on Proposal 43 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 ~~(2)~~ shareholders present in person or by proxy and holding at least ~~ten percent (10%)~~10% in the aggregate of the voting power of ordinary shares entitled to vote at such meeting (taking into account the Company’s Bye-Laws ~~63-67)~~63 to 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 ~~(2)~~ shareholders present in person or by proxy and holding at least ~~ten percent (10%)~~10% in the aggregate of the voting power of ordinary shares entitled to vote at such meeting (taking into account the Company’s Bye-Laws ~~63-67)~~63 to 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.

Compensation Committee Report

The following report is not deemed to be “soliciting material” or “filed” with the SEC or subject to Regulation 14A or the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the report shall not be deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Our Compensation Committee has reviewed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K under the Exchange Act with the Company’s management. Based on the review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in ~~the Company’s~~this Proxy Statement.

Compensation Committee

Ronald Pressman (Chair)

Gary Gregg

Bret Pearlman

Karl Mayr

March ~~10, 2016~~15, 2017

Audit Committee Report

The following report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or to the liabilities of Section 18 of the Exchange Act, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by the Company under the Securities Act or the Exchange Act.

This report is furnished by the Audit Committee of the Board with respect to the Company’s financial statements for the fiscal year ended December 31, ~~2015.~~2016. The Audit Committee held four meetings in ~~2015.~~2016.

The Audit Committee has established a Charter which outlines its primary duties and responsibilities. The Audit Committee Charter, which has been approved by the Board, is reviewed at least annually and is updated as necessary.

The Company’s management is responsible for the preparation and presentation of complete and accurate financial statements. ~~The~~KMPG LLP, the Company’s independent registered public accounting firm for the ~~fiscal~~ year ended December 31, ~~2015, KPMG LLP,~~2016, is responsible for performing an independent audit of the Company’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and for issuing a report on their audit.

In performing its oversight role in connection with the audit of the Company’s financial statements for the fiscal year ended December 31, ~~2015,~~2016, the Audit Committee has: (1) reviewed and discussed the audited financial statements with management; (2) reviewed and discussed with the independent registered public accounting firm the matters required by the statement on Auditing Standards No. 61, as amended and as adopted by the Public Company Accounting Oversight Board; and (3) received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. Based on these reviews and discussions, the Audit Committee has determined that its independent registered public accounting firm is independent and has recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015~~2016 for filing with the SEC and for presentation to the shareholders at the Annual General Meeting.

Audit Committee

Gordon Ireland (Chair)

Albert Beer

~~Richard Bucknall~~

Gary Gregg

Heidi Hutter

~~Peter O’Flinn~~Karl Mayr

March ~~10, 2016~~15, 2017

Submission of Shareholder Proposals for 2018

~~Policy~~Shareholder proposals pursuant to Rule 14a-8 of the Exchange Act must be received by the Company at its registered office located at 141 Front Street, Hamilton HM19, Bermuda, addressed to the Company Secretary, no later than November 15, 2017, the 120th day before the one-year anniversary of the 2017 proxy statement (i.e., March 15, 2018). If we change the date of the 2018 annual general meeting of shareholders by more than 30 days from the date of this year’s Annual General Meeting, we will provide a revised deadline for such shareholder proposals in one of our quarterly reports on Form 10-Q to be filed with the SEC. Such proposals must comply with the requirements of Rule 14a-8 of the Exchange Act.

Shareholder proposals and director nominations submitted under our procedures set forth under “Policy on Shareholder Proposals for Director Candidates and Evaluation of Director Candidates

~~The Board has adopted policies and procedures relating to director nominations and shareholder proposals, and evaluations of director candidates.~~

— Submission of Shareholder ~~Proposals.~~ ~~Shareholder proposals~~Proposals” above must be delivered in proper form to be included in the Company’s proxy materials will be considered only if received no later than the 120th calendar day before the first anniversary of the date of the Company’s proxy statement in connection with the previous year’s annual general meeting and comply with the requirements of Rule 14a-8 of the Exchange Act. The Company can exclude a proposal if it has failed one of the eligibility or procedural requirements of Rule14a-8. Accordingly, the Company ~~may exclude such shareholder proposals even if received in a timely manner.~~

If shareholders wish to nominate their own candidates for director on their own separate slate (as opposed to recommending candidates to be nominated by the Company in the Company’s proxy), shareholder nominations for directorsSecretary at ~~the annual general meeting of shareholders must be received by the Company~~our principal executive offices located at ~~least ninety (90) calendar days before the annual general meeting of shareholders.~~

A shareholder who wishes to recommend a person or persons for consideration as a Company nominee for election to the Board should send a written notice by mail, c/o Company Secretary, Aspen Insurance Holdings Limited, 141 Front Street, Hamilton HM19, Bermuda or by ~~fax to 1 (441) 295-1829~~no earlier than December 26, 2017 and no later than January 25 2018. Any such notice must include the ~~following information:~~

~~the name of each person recommended~~information required by, ~~the shareholder(s) to be considered as a nominee;~~

~~the name(s)~~ and address(es) of the shareholder(s) making the nomination, the number of ordinary shares which are owned beneficially and of record by such shareholder(s) and the period for which such ordinary shares have been held;

~~a description of the relationship between the nominating shareholder(s) and each nominee;~~

~~biographical information regarding such nominee, including the person’s employment and other relevant experience and a statement as to the qualifications of the nominee;~~

~~a business address and telephone number for each nominee (an e-mail address may also be included); and~~

~~the written consent to nomination and to serving as a director, if elected, of the recommended nominee.~~

~~In connection~~otherwise comply with, the Corporate Governance and Nominating Committee’s evaluation of director nominees, the Company may request that the nominee complete a Directors’ and Officers’ Questionnaire regarding such nominee’s independence, related parties transactions, and other relevant information required to be disclosed by the Company.

~~Minimum Qualifications~~procedures described under “Policy on Shareholder Proposals for Director ~~Nominees.~~ ~~A nominee recommended for a position on the Board must meet the following minimum qualifications:~~

~~have the highest standards of personal~~Candidates and ~~professional integrity;~~

~~have exhibited mature judgment through significant accomplishments in his or her chosen field of expertise;~~

~~have a well-developed career history with specializations and skills that are relevant to understanding and benefiting the Company;~~

~~be able to allocate sufficient time and energy to director duties, including preparation for meetings and attendance at meetings;~~

~~be able to read and understand financial statements to an appropriate level for the exercise of his or her duties; and~~

~~be familiar with, and willing to assume, the duties of a director on the board of directors of a public company.~~

~~Process for~~ Evaluation of Director ~~Nominees.~~ ~~The Corporate Governance and Nominating Committee has the authority and responsibility to lead the search for individuals qualified to become members~~Candidates — Submission of Shareholder Proposals” above.

Householding

Unless we have received contrary instructions, we may send a single copy of the ~~Board~~Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and this Proxy Statement to multiple shareholders who share the ~~extent necessary to fill vacancies on the Board or as otherwise desired by the Board. The Corporate Governance~~same address and Nominating Committee will identify, evaluate and recommend that the Board select director nominees for shareholder approval at the applicable annual meetings based on minimum qualifications and additional criteria that the Corporate Governance and Nominating Committee deems necessary, as well as the diversity and other needs of the Board. As vacancies arise, the Corporate Governance and Nominating Committee looks at the overall Board and assesses the need for specific qualifications and experience needed to enhance the composition and diversify the viewpoints and contribution to the Board. For example, the Corporate Governance and Nominating Committee may determine that members of the Board should have diverse experiences, skills and perspectives as well as knowledge in the areas of the Company’s activities.

The Corporate Governance and Nominating Committee may in its discretion engage a third-party search firm and other advisors to identify potential nominees for director. The Corporate Governance and Nominating Committee may also identify potential director

~~nominees through director and management recommendations, business, insurance industry and other contacts, as well as through shareholder nominations.~~

~~Certain additional criteria for consideration of a director nominee may include, but are not limited to, the following as the Corporate Governance and Nominating Committee sees fit:~~

~~the nominee’s qualifications and accomplishments and whether they complement the Board’s existing strengths;~~

~~the nominee’s leadership, strategic, or policy setting experience;~~

~~the nominee’s experience and expertise relevant to the Company’s insurance and reinsurance business, including any actuarial or underwriting expertise, or other specialized skills;~~

~~the nominee’s independence qualifications, as defined by NYSE listing standards;~~

~~the nominee’s actual or potential conflict of interest, or the appearance of any conflict of interest, with the best interests of the Company and its shareholders;~~

~~the nominee’s ability to represent the interests of all shareholders of the Company; and~~

the nominee’s financial literacy, accounting or related financial management expertise as defined by NYSE listing standards, or qualifications as an audit committee financial expert, as defined by SEC rules and regulations.

~~Communications to the Board of Directors~~

The Board provides a process for shareholders and interested parties to send communications to the Board or any of the directors. Shareholders may send written communications to the Board or any one or more of the individual directors, including non-management directors, by mail, c/o Company Secretary, Aspen Insurance Holdings Limited, 141 Front Street, Hamilton HM19, Bermuda, or by fax to 1 (441) 295-1829. All communications will be referred to the Board or relevant directors.

~~Board of Directors Policy on Directors’ Attendance at Annual General Meetings~~

~~Directors are expected to attend the Company’s annual general meeting of shareholders.~~

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

The Company is required to comply with the provisions of Section 16 of the Exchange Act relating to the reporting of securities transactions and the recovery of “short-swing” profits from the purchase or sale of Company securities by certain persons. Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own ~~more than 10% of~~ the Company’s ordinary shares through a bank, broker or other nominee. This process, known as householding, reduces the environmental impact of the Annual General Meeting and reduces our postage and printing costs. If a bank, broker or other nominee holds your ordinary shares, please contact your bank, broker or other nominee directly if you wish to ~~file~~discontinue householding.

Annual Report on Form 10-K

We filed an Annual Report on Form 10-K for the fiscal year ended December 31, 2016 with the SEC ~~initial reports of beneficial ownership and reports of changes in beneficial ownership~~on February 22, 2017. Shareholders may obtain a copy of our ~~equity securities. Such persons are also required~~Annual Report on Form 10-K, free of charge, by ~~SEC regulation~~writing to ~~furnish us with copies~~Investor Relations, c/o Aspen Insurance U.S., 590 Madison Avenue, 7^th Floor, New York, NY 10022, United States of all Section 16(a) reports they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and representations that no other reports were required, we believe that all persons subject to the reporting requirements of Section 16(a) of the Exchange Act filed the required reports on a timely basis since the Company’s status as a domestic issuer began on January 1, 2013.America.

Other Matters

As of the date of this Proxy Statement, the Board knows of no matters that will be presented for consideration at the Annual General Meeting other than as described in this Proxy Statement. If any other matters shall properly come before the Annual General Meeting and shall be voted on, the proxy holders will be deemed to confer discretionary authority on the individuals named as proxies therein to vote the shares represented by such proxies as to any of those matters. The persons named as proxies intend to vote in accordance with the recommendation of the Board or otherwise in their best judgment.

~~Submission of Shareholder Proposals for 2017~~

To be considered for inclusion in the proxy statement relating to the 2017 annual general meeting of shareholders, shareholder proposals must be received by the Company at its registered office located at 141 Front Street, Hamilton HM19, Bermuda, addressed to the Company Secretary, no later than November 12, 2016, the 120th day before the one-year anniversary of the 2016 proxy statement (i.e., March 10, 2017). If we change the date of the 2017 annual general meeting of shareholders by more than thirty (30) days from the date of this year’s Annual General Meeting, we will provide a revised deadline for such shareholder proposals in one of our quarterly reports on Form 10-Q to be filed with the SEC. Such proposals must comply with the requirements of Rule 14a-8 of the Exchange Act. Any notice for a director nomination shall include the information set forth under “Policy on Shareholder Proposals for Director Candidates and Evaluation of Director Candidates — Submission of Shareholder Proposals” above.

In addition, a shareholder may introduce a proposal at the 2017 annual general meeting of shareholders other than pursuant to Rule 14a-8 of the Exchange Act. Any such proposal must be received by the Company Secretary at Aspen Insurance Holdings Limited, 141 Front Street, Hamilton HM19, Bermuda by January 24, 2017 as required by Rule 14a-4(c)(1) of the Exchange Act and will not be included in our proxy statement relating to the 2017 annual general meeting. If any such proposal is not so received, such proposal will be deemed untimely and, therefore, the persons appointed by the Board as its proxies will have the right to exercise discretionary voting authority with respect to such proposal.

~~Householding~~

Unless we have received contrary instructions, we may send a single copy of the Annual Report on Form 10-K for the year ended December 31, 2015 and the Proxy Statement to multiple shareholders who share the same address and who own the Company’s ordinary shares through a bank, broker or other nominee. This process, known as householding, reduces the environmental impact of the Annual General Meeting and reduces our postage and printing costs. If a bank, broker or other nominee holds your ordinary shares, please contact your bank, broker or other nominee directly if you wish to discontinue householding.

~~Annual Report on Form 10-K~~

~~We filed an Annual Report on Form 10-K for the year ended December 31, 2015 with the SEC on February 19, 2016.~~ ~~Shareholders may obtain a copy of our Annual Report on Form 10-K, free of charge, by writing to Investor Relations, c/o Aspen Insurance U.S., 590 Madison Avenue, 7~~^th ~~Floor, New York, NY 10022, USA.~~

BENEFICIAL OWNERSHIP

The following table sets forth information as of February ~~22, 2016 (including, in this table only, options that would be exercisable by April 22, 2016)~~27, 2017 regarding beneficial ownership of ordinary shares and the applicable voting rights attached to such share ownership in accordance with our Bye-Laws by:

each person known by us to beneficially own approximately 5% or more of our outstanding ordinary shares;

each of our directors;

each of our ~~named executive officers;~~NEOs; and

all of our executive officers and directors as a group.

As of February ~~22, 2016, 60,762,721~~27, 2017, 59,945,096 ordinary shares were outstanding.

Name and Address of Beneficial Owner ⁽¹⁾

Number of
Ordinary
Shares ⁽²⁾

Percentage of
Ordinary Shares
Outstanding ⁽²⁾
Dimensional Fund Advisors LP ⁽³⁾
4,653,491 7.66%
Building One
6300 Bee Cave Road, Austin, TX 78746 U.S.A.
The Vanguard Group ⁽⁴⁾
4,616,117 7.59%
100 Vanguard Boulevard
Malvern, PA 19355 U.S.A.
BlackRock Inc.⁽⁵⁾
4,064,343 6.70%
55 East 52nd Street
New York, NY 10055 U.S.A.
FMR LLC ⁽⁶⁾
3,270,958 5.38%
245 Summer Street
Boston, MA 02210 U.S.A.

AllianceBernstein L.P. ⁽⁷⁾
2,382,422 3.90%
1345 Avenue of the Americas
New York, NY 10105 U.S.A.

Glyn Jones ⁽⁸⁾
117,743 *
Christopher O’Kane ⁽⁹⁾
280,884 *
Scott Kirk ⁽¹⁰⁾
5,589 *
Stephen Postlewhite ⁽¹¹⁾
24,506 *
Brian Boornazian ⁽¹²⁾
25,257 *
Emil Issavi ⁽¹³⁾
29,758 *
Liaquat Ahamed ⁽¹⁴⁾
24,707 *
Albert Beer ⁽¹⁵⁾
15,202 *
Richard Bucknall ⁽¹⁶⁾
30,860 *
John Cavoores ⁽¹⁷⁾
23,379 *
Gary Gregg ⁽¹⁸⁾
12,890 *
Heidi Hutter ⁽¹⁹⁾
67,078 *
Gordon Ireland ⁽²⁰⁾
8,317 *
Karl Mayr ⁽²¹⁾
- *
Peter O’Flinn ⁽²²⁾
21,947 *
Bret Pearlman ⁽²³⁾
6,929 *
Ronald Pressman ⁽²⁴⁾
12,601 *
All directors and executive officers as a group (26 persons) 910,114 1.50%



Name and Address of Beneficial Owner ⁽¹⁾	Number of Ordinary Shares ⁽²⁾	Percentage of Ordinary Shares Outstanding ⁽²⁾
Dimensional Fund Advisors LP ⁽³⁾	5,078,543	8.43%
Building One 6300 Bee Cave Road, Austin, TX 78746 U.S.A.
The Vanguard Group ⁽⁴⁾	4,994,393	8.29%
100 Vanguard Boulevard Malvern, PA 19355 U.S.A.
BlackRock Inc.⁽⁵⁾	4,539,335	7.50%
55 East 52nd Street New York, NY 10055 U.S.A.
FMR LLC ⁽⁶⁾	2,420,733	4.02%
245 Summer Street Boston, MA 02210 U.S.A.
Glyn Jones ⁽⁷⁾	128,695	*
Christopher O’Kane ⁽⁸⁾	210,086	*
Scott Kirk ⁽⁹⁾	13,384	*
Stephen Postlewhite ⁽¹⁰⁾	37,987	*
Thomas Lillelund ⁽¹¹⁾	9,361	*
Brian Boornazian ⁽¹²⁾	38,064	*
Mario Vitale⁽¹³⁾	46,928	*
Robert Rheel⁽¹⁴⁾	4,862	*
Liaquat Ahamed ⁽¹⁵⁾	26,897	*
Albert Beer ⁽¹⁶⁾	17,392	*
Matthew Botein ⁽¹⁷⁾	-	*
John Cavoores ⁽¹⁸⁾	23,557	*
Gary Gregg ⁽¹⁹⁾	15,080	*
Heidi Hutter ⁽²⁰⁾	51,886	*
Gordon Ireland ⁽²¹⁾	10,507	*
Karl Mayr ⁽²²⁾	2,556	*
Bret Pearlman ⁽²³⁾	9,119	*
Ronald Pressman ⁽²⁴⁾	14,791	*
All directors and executive officers as a group (24 persons)	802,419	1.34%

___________


*	Less than 1%


(1)	Unless otherwise stated, the address for each director and officer is c/o Aspen Insurance Holdings Limited, 141 Front Street, Hamilton HM 19, Bermuda.

(2)

Represents the outstanding ordinary shares as atof February ~~19, 2016,~~27, 2017, except for unaffiliated shareholders whose information is disclosed as of the dates of their Schedule 13G noted in their respective footnotes. With respect to our directors and executive officers, the number of ordinary shares includes ordinary shares that may be acquired within 60 days of February ~~19, 2016~~27, 2017 upon (i) the exercise of vested options and (ii) awards issuable for ordinary shares, in each case, held only by such person. The percentage of ordinary shares outstanding reflects the amount outstanding as at February 19, 2016. However, the beneficial ownership for non-affiliates is as of the earlier dates referenced in their respective notes below. Accordingly, the percentage ownership may have changed following such Schedule 13G filings.


	~~Our Bye-Laws generally provide for voting adjustments in certain circumstances.~~

the amount outstanding as of February 27, 2017. However, the beneficial ownership for non-affiliates is as of the earlier dates referenced in their respective notes below. Accordingly, the percentage ownership may have changed following such Schedule 13G filings. In certain circumstances, our Bye-Laws provide for voting adjustments.


(3)	As filed with the SEC on Schedule 13G on February 9, ~~2016~~2017 by Dimensional Fund Advisors LP.


(4)	As filed with the SEC on Schedule 13G on February ~~10, 2016~~9, 2017 by The Vanguard ~~Group Inc.~~Group.


(5)	As filed with the SEC on Schedule 13G on January ~~25, 2016~~19, 2017 by BlackRock Inc.


(6)	As filed with the SEC on Schedule 13G on February ~~12, 2016~~14, 2017 by FMR LLC.


(7)	~~As filed with the SEC on Schedule 13G on February 16, 2016 by AllianceBernstein LP.~~


~~(8)~~	Represents ~~117,743~~128,695 ordinary shares held by Mr. Jones. This amount does not include the grant of ~~10,952~~8,892 restricted share units granted on February ~~8, 2016~~10, 2017 of which 10/12th are issuable on December ~~8, 2016~~31, 2017 and the remaining 2/12th are issuable on the one year anniversary of the grant date.


~~(9)~~(8)	Includes ~~280,884~~210,086 ordinary shares held by Mr. O’Kane.


~~(10)~~(9)	Represents ~~5,589~~13,384 ordinary shares held by Mr. Kirk.


~~(11)~~(10)	Represents ~~24,506~~37,987 ordinary shares held by Mr. Postlewhite.


(11)	Represents 9,361 ordinary shares held by Mr. Lillelund.


(12)	Represents ~~25,257~~38,064 ordinary shares held by Mr. Boornazian.


(13)	Represents ~~29,758~~46,928 ordinary shares held by Mr. ~~Issavi.~~Vitale as at April 25, 2016, the last date the Company filed a Form 4 on behalf of Mr. Vitale.


(14)	Represents ~~24,707~~4,862 ordinary shares held by Mr. Rheel as at April 25, 2016, the last date the Company filed a Form 4 on behalf of Mr. Rheel.


(15)	Represents 26,897 ordinary shares held by Mr. Ahamed. This amount does not include the grant of ~~2,190~~2,223 restricted share units granted on February ~~8, 2016~~10, 2017 of which 10/12th are issuable on December ~~8, 2016~~31, 2017 and the remaining 2/12th are issuable on the one year anniversary of the grant date.


~~(15)~~(16)	Represents ~~15,202~~17,392 ordinary shares held by Mr. Beer. This amount does not include the grant of ~~2,190~~2,223 restricted share units granted on February ~~8, 2016~~10, 2017 of which 10/12th are issuable on December ~~8, 2016 and the remaining 2/12th are issuable on the one year anniversary of the grant date.~~


~~(16)~~	Represents 30,860 ordinary shares held by Mr. Bucknall. This amount does not include the grant of 2,190 restricted share units granted on February 8, 2016 of which 10/12th are issuable on December 8, 201631, 2017 and the remaining 2/12th are issuable on the one year anniversary of the grant date.

(17)

Represents ~~21,367~~nil ordinary shares ~~and 2,012 ordinary shares issuable upon exercise of vested options~~ held by Mr. ~~Cavoores.~~Botein. This amount does not include the grant of ~~2190~~2,223 restricted share units granted on February ~~8, 2016~~10, 2017 of which 10/12th are issuable on December ~~8, 2016~~31, 2017 and the remaining 2/12th are issuable on the one year anniversary of the grant date.


(18)	Represents ~~12,890~~23,557 ordinary shares held by Mr. ~~Gregg, 5,300 of which were purchased.~~Cavoores. This amount does not include the grant of ~~2,190~~2,223 restricted share units granted on February ~~8, 2016~~10, 2017 of which 10/12th are issuable on December ~~8, 2016~~31, 2017 and the remaining 2/12th are issuable on the one year anniversary of the grant date.


(19)	Represents ~~47,261~~15,080 ordinary shares held by Mr. Gregg, 5,300 of which were purchased. This amount does not include the grant of 2,223 restricted share units granted on February 10, 2017 of which 10/12th are issuable on December 31, 2017 and the remaining 2/12th are issuable on the one year anniversary of the grant date.

(20)

Represents 51,886 ordinary shares held by Ms. Hutter. As Chief Executive Officer of The Black Diamond Group, LLC, Ms. Hutter has shared voting and investment power over the 17,382 ordinary shares beneficially owned by The Black Diamond Group, LLC. The business address of Ms. Hutter is c/o Black Diamond Group, 515 Congress Avenue, Suite 2220, Austin, Texas 78701. ~~Ms. Hutter also holds vested options exercisable for 2,435 ordinary shares.~~ This amount does not include the grant of ~~2,190~~2,223 restricted share units granted on February ~~8, 2016~~10, 2017 of which 10/12th are issuable on December ~~8, 2016~~31, 2017 and the remaining 2/12th are issuable on the one year anniversary of the grant date.


~~(20)~~(21)	Represents ~~8,317~~10,507 ordinary shares held by Mr. Ireland. This amount does not include the grant of ~~2,190~~2,223 restricted share units granted on February ~~8, 2016~~10, 2017 of which 10/12th are issuable on December ~~8, 2016 and the remaining 2/12th are issuable on the one year anniversary of the grant date.~~


~~(21)~~	~~Represents nil ordinary shares held by Mr. Mayr. This amount does not include the grant of 2,556 restricted share units granted on February 8, 2016 of which 10/12th are issuable on December 8, 2016~~31, 2017 and the remaining 2/12th are issuable on the one year anniversary of the grant date.


(22)	Represents ~~21,947~~2,556 ordinary shares held by Mr. ~~O’Flinn.~~Mayr. This amount does not include the grant of ~~2,190~~2,223 restricted share units granted on February ~~8, 2016~~10, 2017 of which 10/12th are issuable on December ~~8, 2016~~31, 2017 and the remaining 2/12th are issuable on the one year anniversary of the grant date.


(23)	Represents ~~6,929~~9,119 ordinary shares held by Mr. Pearlman. This amount does not include the grant of ~~2,190~~2,223 restricted share units granted on February ~~8, 2016~~10, 2017 of which 10/12th are issuable on December ~~8, 2016~~31, 2017 and the remaining 2/12th are issuable on the one year anniversary of the grant date.


(24)	Represents ~~12,601~~14,791 ordinary shares held by Mr. Pressman. This amount does not include the grant of ~~2,190~~2,223 restricted share units granted on February ~~8, 2016~~10, 2017 of which 10/12th are issuable on December ~~8, 2016~~31, 2017 and the remaining 2/12th are issuable on the one year anniversary of the grant date.

Section 16(a) Beneficial Ownership Reporting Compliance

The Company is required to comply with the provisions of Section 16 of the Exchange Act relating to the reporting of securities transactions and the recovery of “short-swing” profits from the purchase or sale of Company securities by certain persons. Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of the Company’s ordinary shares, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of our equity securities. Such persons are also required by SEC regulation to furnish us with copies of all Section 16(a) reports they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and representations that no other reports were required, we believe that all persons subject to the reporting requirements of Section 16(a) of the Exchange Act filed the required reports on a timely basis during the fiscal year ended December 31, 2016.

PROPOSAL FOR RE-ELECTION AND ELECTION OF CLASS ~~III~~I DIRECTORS

(Proposal No. 1)

Proposal No. 1 calls for a vote FOR the re-election of Messrs. ~~Ronald Pressman~~Christopher O’Kane, John Cavoores and ~~Gordon Ireland~~Albert Beer and Ms. Heidi Hutter and the election of Mr. ~~Karl Mayr~~Matthew Botein as Class ~~III~~I directors of the Company at the Annual General Meeting. If elected, each Class ~~III~~I director will serve until the Company’s Annual General Meeting of shareholders in ~~2019.~~2020. The Corporate Governance and Nominating Committee recommends all of the nominees to ~~our~~the Board for re-election and election at the Annual General Meeting.

Biographical information relating to the directors under Proposal No. 1 is presented in this Proxy Statement under “Management – Board of Directors of the Company.”

Votes Required

Proposal No. 1 requires approval by the affirmative vote of a majority of the voting power of the votes cast and entitled to vote at the Annual General Meeting, subject to our Bye-Laws 63 to 67.

THE BOARD RECOMMENDS VOTING “FOR” THE RE-ELECTION

AND ELECTION OF NOMINEES AS CLASS ~~III~~I DIRECTORS

NON-BINDING ADVISORY VOTE ON COMPENSATION

OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

(Proposal No. 2)

Proposal No. 2 calls for a non-binding, advisory vote FOR the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and accompanying tables and narratives disclosed in this Proxy Statement.

The Dodd–Frank Wall Street Reform and Consumer Protection Act contains a requirement that certain public companies provide a non-binding shareholder vote to approve executive compensation. This proposal, commonly known as a “Say-on-Pay” proposal, gives the Company’s shareholders the opportunity to endorse or not endorse the Company’s executive pay program. This is an advisory vote and, as such, is not binding on the Company, the Board or the Compensation Committee. However, the Board will take the results of the vote into account when considering future executive compensation arrangements.

As discussed in the Compensation Discussion and Analysis section of this Proxy Statement, we believe that our compensation policies continue to emphasize aligning our executives’ pay with our performance. At our ~~2015~~2016 Annual General Meeting, our Say-on-Pay Vote received overwhelming support with approximately ~~94%~~95% shareholder vote in favor of our executive compensation program. Our Compensation Committee decided to retain the core design of our executive compensation program as it believes ~~our current compensation program~~its design continues to properly reward ~~our~~the Company’s executives for their performance, motivate them to work towards achieving ~~our~~the Company’s long-term objectives and ~~strengthens~~strengthen the alignment of their interests with those of ~~our~~the Company’s shareholders.

In ~~2015,~~2016, we achieved an operating return on equity of ~~10.0%~~4.8% and a growth in diluted BVPS, after adding back dividends, of 3.8%~~, which we believe is a strong result in light of market conditions in the insurance industry~~ and ~~the~~ continued ~~interest rate environment. Moreover, we made~~to make progress with regards to our strategic ~~objectives and continued to enhance and build our insurance platform.~~objectives. Our key compensation outcomes ~~reflected~~reflect this performance and were consistent with our pay for performance philosophy. We encourage a performance-based culture throughout the Company, and at senior levels we developed an approach to compensation that aligns our executive’s compensation with his or her performance and contribution to the results of the Company. As discussed in the Compensation Discussion and Analysis section of this Proxy Statement, we believe that the three elements of total direct compensation (base salary, annual bonus and long-term incentive awards) should be balanced such that each executive has the appropriate amount of pay that is contingent on performance and long-term. In ~~2015,~~2016, a majority of ~~our~~the NEOs’ pay was delivered through performance-based compensation with a significant portion realized over more than one year. We encourage you to read the Compensation Discussion and Analysis and accompanying tables and narratives in this Proxy Statement for a detailed discussion of our executive compensation program. Accordingly, we ask our shareholders to vote on the following resolution at the Annual General Meeting:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Votes Required

Proposal No. 2 requires approval by the affirmative vote of a majority of the voting power of the votes cast and entitled to vote at the Annual General Meeting, subject to our Bye-Laws 63 to 67.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF
THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPENSATION
DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND NARRATIVE DISCUSSION
CONTAINED IN THIS PROXY STATEMENT

~~APPROVAL OF THE 2016 STOCK INCENTIVE PLAN~~

~~FOR NON-EMPLOYEE DIRECTORS~~

~~(Proposal No. 3)~~

~~Proposal No. 3~~ ~~calls for a vote~~ ~~FOR~~ the adoption of the Company’s 2016 Stock Incentive Plan for Non-Employee Directors (the “2016 NED Plan”). The Board unanimously determined at its meeting held on February 5, 2016 that it is in the best interests of the Company and its shareholders to adopt the 2016 NED Plan.

~~Background and Purpose~~

Our Board adopted the 2006 Share Incentive Plan (the “2006 NED Plan”) on April 10, 2006, subject to approval by our shareholders at the 2006 Annual General Meeting. The 2016 NED Plan will be effective as of the date of the 2016 Annual General Meeting if approved by our shareholders. The 2016 NED Plan is intended to replace the 2006 NED Plan which expires on April 10, 2016. Following its expiration, no additional awards will be made under the 2006 NED Plan but the terms and conditions of any outstanding awards granted under the 2006 NED Plan will not be affected.

The total number of shares that may be issued under the 2016 NED Plan is 263,695 shares (which includes 13,695 shares available for grant under the 2006 NED Plan as of the record date, which shares will no longer be available for issuance thereunder following the expiration of the 2006 NED Plan on April 10, 2016), which the Board anticipates will support approximately three years of grants to the Company’s non-employee directors. The Board adopted the 2016 NED Plan because the 2006 NED Plan is approaching its expiration date and is insufficient to support the Company’s desire to compensate its non-employee directors with equity-based compensation.

In adopting the 2016 NED Plan and recommending its approval to shareholders, the Board considered the importance and efficiency of equity compensation in its overall compensation program and philosophy. As part of its philosophy, the Board believes that a portion of non-employee directors’ compensation should be in the form of equity awards because equity awards align the interests of non-employee directors and shareholders.

The Board believes it is in the best interests of shareholders to approve the 2016 NED Plan. If the 2016 NED Plan is not approved, it will unnecessarily restrict the Company’s ability to compensate its non-employee directors with the Company’s shares, as is consistent with its current compensation philosophy for its non-employee directors. The Board believes that the 2016 NED Plan will serve a critical role in attracting and retaining the high calibre non-employee directors essential to the Company’s success. The Board also believes that share ownership by non-employee directors benefits the Company and shareholders. As a result, the Board urges you to vote to approve the adoption of the 2016 NED Plan.

~~Equity Compensation Plan Information~~

The table below includes securities to be issued upon exercise of outstanding options and other awards granted pursuant to the Company’s 2003 Share Incentive Plan, as amended, the 2006 NED Plan, as amended, the 2008 Employee Share Purchase Plan, the 2008 Sharesave Scheme, as amended, and the 2013 Share Incentive Plan (collectively, the “Equity Plans”), in each case, as of December 31, 2015, and shares reserved for future issuance under the Equity Plans (but not, for the avoidance of doubt, the 2016 NED Plan). The Equity Plans were approved by shareholders at our annual general meetings.

As of December 31, 2015
A B C
Plan Category
Number of
Securities to
Be Issued Upon
Exercise
of Outstanding
Options,
Warrants and Rights ⁽¹⁾

Weighted-Average
Exercise Price
of Outstanding
Options, Warrants and
Rights ⁽²⁾

Number of
Securities
Remaining
Available for
Future Issuance Under Equity
Compensation
Plans
(Excluding Securities Reflected in
Column A)

Equity compensation plans approved by security holders 1,303,531
$ 0.53
2,759,724
⁽³⁾
Equity compensation plans not approved by security holders —
—
—

Total 1,303,531
$ 0.53
2,759,724
⁽³⁾

~~(1)~~

In respect of performance shares, this column includes (i) 250,630 performance shares that have been earned based on applicable performance testing prior to December 31, 2015 and (ii) 512,403 performance shares that are subject to performance testing after December 31, 2015, which we have assumed will vest at 100% of target performance (the actual number of performance shares earned can range from 0% to 200% of target based on applicable performance testing). Of the amount in clause (ii) above, 263,433 performance shares were earned and 18,314 were forfeited in February 2016 based on our 2015 financial results.


~~(2)~~	The weighted average exercise price calculation includes option exercise prices between $21.96 and $24.76 plus outstanding restricted share units and performance shares which have a $Nil exercise price. The weighted-average exercise price of the outstanding options (i.e., excluding outstanding restricted share units and performance shares) is $23.59.


~~(3)~~	~~Following its expiration on April 10, 2016, no additional grants will be made under the 2006 NED Plan.~~

~~Summary of the 2016 NED Plan~~

The full text of the 2016 NED Plan is attached to this Proxy Statement as Appendix B. The following summary and description of the 2016 NED Plan is qualified in its entirety by the provisions of such text.

~~Purpose.~~ The purpose of the 2016 NED Plan is to improve the Company’s ability to attract and retain highly qualified individuals to serves as non-employee directors of the Company and to strengthen the common interest between such directors and the Company’s shareholders. The 2016 NED Plan provides for the granting of options, restricted share units or other share-based incentive awards to non-employee directors of the Company.

~~Administration.~~ The 2016 NED Plan may be administered by the Board or a committee selected by the Board consisting solely of two or more members of the Board who, if Section 16 of the Exchange Act is applicable, qualify as “non-employee directors” under Exchange Act Rule 16b-3. References in this summary to the “Committee” are to the Board or such committee, as the case may be, in its capacity as the 2016 NED Plan administrator. The Committee interprets the 2016 NED Plan, establishes rules and regulations for the 2016 NED Plan’s administration, determines who will receive awards and establishes the terms of the awards. The Committee may delegate its responsibilities as it deems appropriate. Each award granted under the 2016 NED Plan will be evidenced by a written or electronic award agreement, which will govern that award’s terms and conditions.

~~Eligibility.~~ Awards may be granted to non-employee directors of the Company. As of the record date, approximately 12 non-employee directors would have been eligible to receive awards under the 2016 NED Plan. The Committee reserves the right to determine which non-employee directors will receive awards under the 2016 NED Plan.

~~Share Limit.~~ Subject to equitable adjustment in the event of a change in the Company’s capitalization, the total number of shares that may be issued under the 2016 Share Incentive Plan is 263,695 shares (which includes 13,695 shares available for grant under the 2006 NED Plan as of the record date, which shares will no longer be available for issuance thereunder following the expiration of the 2006 NED Plan on April 10, 2016). The number of shares that may be issued under the 2016 NED Plan will be reduced by (i) the gross number of shares for which options are exercised, regardless of whether any of the shares underlying such awards are not actually issued to the participant as the result of a net settlement, and (ii) any shares that may be withheld to satisfy any

tax withholding obligation with respect to any award. Shares shall not be deemed to have been issued pursuant to the 2016 NED Plan with respect to any portion of an award that is settled in cash. Shares that are subject to awards that are forfeited, are canceled, expire, terminate or lapse without the payment of consideration will not reduce the total number of shares that may be issued under the 2016 NED Plan.

The shares deliverable under the 2016 NED Plan are the Company’s ordinary shares and may be shares that have been authorized but not yet issued or shares the Company previously issued and reacquired. The fair market value of an ordinary share as of March 1, 2016 was $45.75, the closing price of the Company’s ordinary shares as reported by the NYSE on such date.

~~Adjustments for Capital Structure Changes.~~ In the event of any change in the outstanding shares by reason of any share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, reclassification or exchange of shares or other corporate exchange, or any distribution to shareholders of shares, other than regular cash dividends, or any change in the corporate structure similar to the foregoing, the Committee will make such substitutions or adjustments as it deems to be equitable, in its sole discretion, and necessary to preserve the benefits or potential benefits intended to be made available under the 2016 NED Plan as to (i) the number or kind of shares or other securities issued or reserved for issuance pursuant to the 2016 NED Plan or pursuant to outstanding awards, (ii) the maximum number of shares for which awards may be granted in any calendar year, (iii) the exercise price of any outstanding options and (iv) any other affected terms of such awards.

~~Individual Award Limitations.~~ The maximum amount of shares that may be granted to any participant in any one calendar year shall not exceed 50,000 shares (as adjusted for capital structure changes described in the paragraph above).

~~Change in Control.~~ Upon a “change in control” (as defined in the 2016 NED Plan), the Committee may, but shall not be obligated to, accelerate, vest or cause the restrictions to lapse with respect to all or any portion of an award, cancel awards for fair value (as determined by the Committee), provide for the issuance of substitute awards with substantially similar terms or, with respect to options, give the participants the opportunity to exercise their options during the 15 days before the change in control and cancel unexercised options at the time of the change in control.

~~Limitation on Transferability of Awards.~~ Unless otherwise determined by the Committee, awards may not be transferred or assigned other than by will or the laws of descent and distribution and if permitted by the Committee, in its sole discretion, an award may be granted directly or transferred to the employer of a non-employee director if such director is obligated to transfer any compensation received as a non-employee director to his or her employer. Awards exercisable after the death of participants may be exercised by their legatees, personal representatives or distributees.

~~Resale Restrictions.~~ The ordinary shares that may be issued under the 2016 NED Plan may not be resold except in compliance with the terms, conditions and restrictions set forth in the Company’s Bye-Laws and applicable securities laws. Shares acquired pursuant to the 2016 NED Plan by one of our “affiliates,” as that term is defined in Rule 405 of the Securities Act, may be resold only pursuant to the registration requirements of that act or an applicable exemption therefrom. In addition, acquisitions and dispositions of our ordinary shares or derivative securities by persons subject to Section 16 of the Exchange Act within any period of less than six months, may permit the Company to recapture any profit from such transactions pursuant to Section 16(b) of the Exchange Act.

~~Expiration, Amendment and Termination of the Plan and Awards.~~ No awards may be granted under the 2016 NED Plan after the tenth anniversary of the effective date of the 2016 NED Plan. The Board or the Committee may amend or terminate the 2016 NED Plan at any time. The 2016 NED Plan also gives the Committee the authority to amend or alter the terms and conditions of outstanding awards; provided, however, that a participant’s consent is required of any amendment or alteration that would diminish any of the rights of the participant under any outstanding award, and shareholder approval is required of any amendment to the extent necessary to comply with applicable laws, regulations or rules, including the rules of a securities exchange or self-regulatory agency, including any action that would increase the number of shares that may be delivered under the 2016 NED Plan or that would permit the reduction of the exercise price of options (except for reductions in connection with anti-dilution adjustments made in connection with share splits, reorganizations or similar events, as described above).

~~Certain U.S. Federal Income Tax Consequences.~~ The following is a brief description of the principal U.S. federal income tax consequences of the 2016 NED Plan and awards that may be granted under the 2016 NED Plan. It assumes that participants are U.S. citizens or are resident in the United States. For purposes of this section, (i) “Affiliate” means any of the Company’s direct or indirect subsidiaries, (ii) a “U.S. Affiliate” means any Affiliate that is domiciled or has an office in the United States, and (iii) a “Foreign Affiliate” means any Affiliate that is not a U.S. Affiliate. If participants have been granted an award under the 2016 NED Plan and they are employed by one of the Company’s U.S. Affiliates, we consider such participants to be “U.S. grantees.”

In general, the Company and its Foreign Affiliates (except for Aspen U.K. which is subject to U.S. federal income tax due to business conducted in the United States on its behalf by a U.S. Affiliate) will not be subject to U.S. federal income tax unless they engage in a trade or business in the United States. The Company and its Foreign Affiliates, endeavor to operate and intend to continue operating so that neither will be engaged in a trade or business in the United States or have an office or fixed place of business in the United States. The U.S. Affiliates are U.S. corporations and, consequently, are U.S. taxpayers.

This summary is based upon current law, is not intended to constitute tax advice, and does not purport to be a comprehensive discussion of all the tax considerations that may be relevant with respect to the 2016 NED Plan (including, among other things, state, local or foreign income and other tax consequences).

~~Non-Qualified Share Options.~~ The U.S. grantee of a non-qualified share option will not be required to recognize income for U.S. federal income tax purposes upon the grant of such award, and the Company and its Affiliates will not be entitled to a deduction. Upon the exercise of a non-qualified share option, the U.S. grantee will recognize ordinary income in an amount by which the fair market value of the Company’s ordinary shares at the time of exercise exceeds the exercise price, and the U.S. Affiliate for which the U.S. grantee performs services should be entitled to a corresponding deduction. The U.S. grantee’s basis in the Company’s ordinary shares received will equal the fair market value of the shares on the exercise date, and the U.S. grantee’s holding period will begin on the day following the exercise date. No options granted under the 2016 NED Plan will qualify as incentive share options intended to satisfy the requirements of Section 422 of the Code.

~~Restricted Share Units.~~ The U.S. grantee of a restricted share unit will not be required to recognize income for U.S. federal income tax purposes upon the grant of such award, and the Company and its Affiliates will not be entitled to a deduction. However, when the restricted share units (and any associated dividend equivalent rights) vest (i.e., are no longer subject to a substantial risk of forfeiture), U.S. grantees will recognize ordinary income at that time equal to the amount of cash or fair market value of shares received (and any cash received in payment of associated dividend equivalent rights). The U.S. Affiliate for which U.S. grantees provide services should be entitled to a U.S. federal income tax deduction at the time of income recognition in an amount equal to the amount of income recognized by the U.S. grantee.

~~Other Share-Based Awards.~~ ~~The U.S. federal income tax consequences related to other share-based awards under the 2016 NED Plan are dependent upon the structure of the particular award.~~

~~Employment Tax.~~ In general, the amount that a U.S. grantee recognizes as ordinary income under an award is also treated as “wages” for purposes of the Federal Insurance Contributions Act. The U.S. grantee and the Company must pay equal amounts of federal employment tax under such act with respect to the U.S. grantee’s wages.

~~New Plan Benefits~~

No awards will be granted under the 2016 NED Plan prior to its approval by our shareholders. Awards under the 2016 NED Plan will be granted at the discretion of the Committee. As a result, it is not possible to determine the number or type of awards that will be granted to any person under the 2016 NED Plan. Information about awards granted to non-employee directors in 2015 under the 2006 NED Plan is set forth under “Non-Employee Director Compensation for 2015” above.

~~Votes Required~~

~~Proposal No. 3 requires approval by the affirmative vote of a majority of the voting power of the votes cast and entitled to vote at the Annual General Meeting, subject to our Bye-Laws 63 to 67.~~

~~THE BOARD RECOMMENDS A VOTE~~ “~~FOR~~”

~~THE APPROVAL OF THE 2016 NED PLAN~~

RE-APPOINTMENT OF THE COMPANY’S INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM AND AUDITOR

(Proposal No. 4)3)

Proposal No. 43 calls for a vote FOR the re-appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm and auditor for the fiscal year ending December 31, ~~2016~~2017 and to authorize the Board through the Audit Committee to set the remuneration for the independent registered public accounting firm. On February ~~4, 2016,~~7, 2017, the Audit Committee selected, subject to appointment by the Company’s shareholders, KPMG to serve as independent registered public accounting firm and auditor for the Company and its subsidiaries for the fiscal year ending December 31, ~~2016.~~2017. A representative of KPMG is expected to be present at the Annual General ~~Meeting. The~~Meeting and such representative will have the opportunity to make a statement if they desire ~~to do so~~ and ~~are expected to~~ be available to respond to appropriate questions.

Fees Billed to the Company by KPMG

The following table represents aggregate fees billed to the Company for fiscal years ended December 31, ~~2015~~2016 and ~~2014~~2015 by KPMG and its associates. ~~As previously reported, KPMG Audit Plc (“KPMG Audit”) was the Company’s independent registered public accounting firm and auditor for the fiscal year ending December 31, 2014.~~

Twelve Months Ended December 31, 2015 Twelve Months Ended December 31, 2014
($ in millions)
Audit Fees ^(a⁾
$ 3.12
$ 2.87
Audit-Related Fees ^(b)
0.18
0.09
Tax Fees ^(c)
0.01
—
All Other Fees ^(d)
0.13
0.07
Total Fees $ 3.44
$ 3.03



	Twelve Months Ended December 31, 2016		Twelve Months Ended December 31, 2015
	($ in millions)
Audit Fees ^(a⁾	$	3.14	$	3.12
Audit-Related Fees ^(b)	0.27		0.18
Tax Fees ^(c)	0.02		0.01
All Other Fees ^(d)	0.06		0.13
Total Fees	$	3.49	$	3.44

__________

(a)

Audit fees ~~related~~consist of fees paid to KPMG for professional services for the audit of the Company’s annual consolidated financial statements, ~~for the twelve months ended December 31, 2015 and 2014, the~~ review of ~~the~~quarterly consolidated financial statements, ~~included in our quarterly reports on Form 10-Q during 2015 and 2014, the issuance~~audit of ~~comfort letters in connection with securities offerings in 2014~~annual statutory statements, and for services that are normally provided by ~~KPMG or KPMG Audit, as applicable,~~independent auditors in connection with statutory, ~~and regulatory filings for the relevant fiscal years and~~ Sarbanes-Oxley Section 404 attestation ~~services.~~services, comfort letters, SEC and regulatory filings or engagements.

(b)

Audit-related fees ~~are~~consist of fees ~~related to~~paid for assurance and related services for the performance of the audit or review of the Company’s financial statements (other than the audit fees disclosed above), such as the audit of Solvency II balance sheet ~~audit of~~and the 401(k) ~~Plan, certification of premium data relating to Belgian risks and external peer review required by the Australian regulators.~~Plan.


(c)	Tax fees are fees related to tax compliance ~~tax advice~~ and tax ~~planning services.~~advice.


(d)	All other fees relate to fees billed to the Company by KPMG ~~or KPMG Audit, as applicable,~~ for non-audit services rendered to the Company in connection with claims advisory work and the review of booked loss and loss adjustment expense reserves for Aspen Specialty Insurance Company and Aspen American Insurance Company, two of the Company’s subsidiaries.

The policy of the Audit Committee is to approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm during the year. The Audit Committee considered whether the provision of the non-audit services by KPMG was compatible with maintaining KPMG’s independence with respect to the Company and determined that the provision of the specified services was consistent with and compatible with KPMG maintaining its independence. The Audit Committee approved all ~~(100%)~~ of the services provided by KPMG for the fiscal year ended December 31, ~~2015.~~2016.

Votes Required

Proposal No. 43 requires approval by the affirmative vote of a majority of the voting power of the votes cast and entitled to vote at the Annual General Meeting, subject to our Bye-Laws 63 to 67.

THE BOARD RECOMMENDS VOTING “FOR” THE RE-APPOINTMENT OF

KPMG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM AND AUDITOR AND TO AUTHORIZE THE BOARD THROUGH

THE AUDIT COMMITTEE TO SET THE REMUNERATION FOR KPMG.

Neither the Board nor management intends to bring before the meeting any business other than the matters referred to in the Notice of Annual General Meeting of shareholders and this Proxy Statement. If any other business should come properly before the meeting, or any adjournment thereof, the proxyholders will vote on such matters according to their best judgment.

By Order of the Board of Directors,

Michael Cain

Company Secretary

Hamilton, Bermuda

March ~~10, 2016~~15, 2017

* * * * * * *

The Annual Report on Form 10-K, including audited financial statements for the fiscal year ended December 31, ~~2015,~~2016, has been posted on ~~the “Investor Relations” page of~~ our website at ~~http://~~www.aspen.co. The Annual Report does not form any part of the material for the solicitation of proxies. Certain additional information relating to the Company may be found in its Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015.~~2016. Upon written request of a shareholder, the Company will furnish, without charge, a copy of the Company’s Annual Report on Form 10-K as filed with the SEC. If you would like a copy of the Annual Report on Form 10-K, please contact Aspen Insurance U.S., 590 Madison Avenue, 7th Floor, New York, NY 10001, United States of America, Attn: Senior Vice President, Investor Relations. In addition, financial reports and recent filings with the SEC, including the Annual Report on Form 10-K, are available on the Internet at http://www.sec.gov. Company information is also available on the Internet at http://www.aspen.co.

APPENDIX A

Reconciliation of Non-U.S. GAAP Financial Measures

Adjusted diluted book value per ordinary share, a non-U.S. GAAP financial measure, is calculated by adding back ordinary dividends to shareholders’ equity at the end of the year. We believe that adding back ordinary dividends provides a more consistent and useful measurement of total shareholder value, which supplements U.S. GAAP information. In accordance with the performance testing in relation to our performance share awards, we excluded other comprehensive income from both the opening and closing ~~balance and excluded the bid defense costs we incurred in connection with the unsolicited approach and an inadequate offer by Endurance in 2014.~~balance. The reconciliations are provided below.


	As at December 31, 2015			As at December 31, 2014			As at December 31, 2016			As at December 31, 2015
	($ in millions, except for share amounts)						($ in millions, except for share amounts)
Total shareholders’ equity	$	3,419.9		$	3,419.3		$	3,648.3		$	3,419.9
Accumulated other comprehensive income, net of taxes	(59.6		)	(234.3		)	5.1			(59.6		)
Preference shares less issue expenses	(555.8		)	(555.8		)	(797.1		)	(555.8		)
Non-controlling interest	(1.3		)	(0.5		)	(1.4		)	(1.3		)
Ordinary dividends	50.9			50.3			52.7			50.9
Adjusted total shareholders’ equity	$	2,854.1		$	2,679.0		$	2,907.6		$	2,854.1

Ordinary shares	60,918,373			62,017,368			59,774,464			60,918,373
Diluted ordinary shares	62,240,466			63,448,319			61,001,071			62,240,466


	As at December 31, 2015			As at December 31, 2014			As at December 31, 2016			As at December 31, 2015
	($ in millions)						($ in millions)
Total shareholders’ equity	$	3,419.9		$	3,419.3		$	3,648.3		$	3,419.9
Non-controlling interest	(1.3		)	(0.5		)	(1.4		)	(1.3		)
Average preference shares	(555.8		)	(555.8		)	(797.1		)	(555.8		)
Average adjustment	(13.3		)	11.6			144.2			(13.3		)
Average Equity	$	2,849.5		$	2,874.6		$	2,994.0		$	2,849.5

Average equity, a non-U.S. GAAP financial measure, is calculated by the arithmetic average on a monthly basis for the stated periods excluding (i) preference shares, (ii) after-tax unrealized appreciation or depreciation on investments and (iii) the average after-tax unrealized foreign exchange gains and losses. Unrealized appreciation (depreciation) on investments is primarily the result of interest rate movements and the resultant impact on fixed income securities, and unrealized appreciation (depreciation) on foreign exchange is the result of exchange rate movements between the U.S. Dollar and the British Pound. Therefore, we believe that excluding these unrealized appreciations (depreciations) provides a more consistent and useful measurement of operating performance, which supplements U.S. GAAP information.

As at December 31, 2015 As at December 31, 2014
($ in millions)
Net income after tax $ 323.1
$ 355.8
Add (deduct) after tax income:
Net realized and unrealized investment (gains) (16.7 ) (25.2 )
Net realized and unrealized exchange losses/(gains) 19.7
(4.8 )
Changes to the fair value of derivatives (4.1 ) 14.4
Costs associated with defending the unsolicited approach from Endurance —
28.5
Tax on non-operating income (0.6 ) (0.2 )
Amount attributable to non-controlling interest (0.8 ) (0.8 )
Operating income after tax $ 320.6
$ 367.7



	As at December 31, 2016			As at December 31, 2015
	($ in millions)
Net income after tax	$	203.4		$	323.1
Add (deduct) after tax income:
Net realized and unrealized investment (gains)	(20.6		)	(16.0		)
Net realized and unrealized exchange (gains)/losses	14.8			10.2
Changes to the fair value of derivatives	(20.4		)	4.1
Amortization and other non-recurring expenses	8.7			—
Proportion due to non-controlling interest	(0.1		)	(0.8		)
Operating income after tax and non-controlling interest	185.8			320.6
Preference Shares dividends	(41.8		)	(37.8		)
Operating Income available to ordinary shareholders	$	144.0		$	282.8

~~A -1~~

~~APPENDIX B~~

~~ASPEN INSURANCE HOLDINGS LIMITED~~

~~2016 STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS~~


1.	~~Purpose of the Plan~~

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

The Plan replaces the Prior Plan for Awards granted on or after the Effective Date. Awards may not be granted under the Prior Plan beginning on the Effective Date, but the adoption and effectiveness of the Plan will not affect the terms or conditions of any awards granted under the Prior Plan prior to the Effective Date.


2.	~~Definitions~~

~~The following capitalized terms used in the Plan shall have the respective meanings set forth in this section:~~


~~(a)~~	“~~Act” means the U.S. Securities Exchange Act of 1934, as amended, or any successor thereto.~~


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


~~(c)~~	“~~Award” means an Option, Restricted Share Unit or other Share-based award granted pursuant to the Plan.~~


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


~~(e)~~	“~~Board” means the Board of Directors of the Company.~~


~~(f)~~	“~~Change in Control” means the occurrence of any of the following events:~~

~~(i)~~

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


~~(ii)~~	any Person or Group is or becomes the Beneficial Owner, directly or indirectly, of more than 30% of the combined voting power of the voting shares of the Company (or any entity which is the Beneficial Owner of more than 50% of the combined voting power of

the voting shares of the Company), including by way of merger, consolidation, tender or exchange offer or otherwise; excluding, however, the following: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by a Person or Group if immediately after such acquisition a Person or Group who is a shareholder of the Company on the Effective Date continues to own voting power of the voting shares of the Company that is greater than the voting power owned by such acquiring Person or Group;

~~(iii)~~

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

~~(iv)~~

~~a change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (such Board shall be referred to for purposes of this~~ ~~Section 2(f)(iv)~~ ~~as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board;~~ ~~provided~~, ~~however~~, that for purposes of this definition, any individual who becomes a member of the Board subsequent to the Effective Date, whose election by the Board, or nomination for election by the Company’s shareholders, was approved by a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; and, ~~provided further~~, ~~however~~, that any such individual whose initial assumption of office occurs as the result of or in connection with either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of an entity other than the Board shall not be so considered as a member of the Incumbent Board.

For purposes of this definition of Change in Control, (i) “subsidiary” shall mean, in respect of any entity, any other entity that is, directly or indirectly, wholly owned by the first entity; and (ii) “holding company” shall mean, in respect of any entity, any other entity that, directly or indirectly, wholly owns such first entity.


~~(g)~~	“~~Code” means the U.S. Internal Revenue Code of 1986, as amended, or any successor thereto.~~


~~(h)~~	“~~Committee” means the Committee, as specified in~~ ~~Section 4, appointed by the Board.~~


~~(i)~~	“~~Company” means Aspen Insurance Holdings Limited, a Bermuda corporation, and its successors by operation of law.~~


~~(j)~~	“~~Effective Date” means April 21, 2016.~~


~~(k)~~	“~~Fair Market Value~~” means, on a given date, (i) if there is a public market for the Shares on such date, the closing price of the Shares as reported on such date on the principal national securities exchange on which such Shares are listed or admitted to trading, or if no sale of Shares shall

have been reported on such date, then the immediately preceding date on which sales of the Shares have been so reported shall be used; and (ii) if there is not a public market for the Shares on such date, the Fair Market Value shall be the value established by the Committee in good faith and in a manner consistent with Section 409A of the Code.


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


~~(m)~~	“~~Option” means a share option granted pursuant to~~ ~~Section 6~~.


~~(n)~~	“~~Option Price” means the purchase price per Share of an Option, as determined pursuant to~~ ~~Section 6(a)~~.


~~(o)~~	“~~Participant~~” means a non-employee member of the Board who is selected by the Committee to participate in the Plan. To the extent that the Committee determines it is necessary or desirable to grant an Award directly to the employer of a non-employee director pursuant to ~~Section 12, such employer will be deemed to be the Participant.~~


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


~~(q)~~	“~~Plan” means this Aspen Insurance Holdings Limited 2016 Stock Incentive Plan for Non-Employee Directors, and all amendments thereto.~~


~~(r)~~	“~~Prior Plan” means the Aspen Insurance Holdings Limited 2006 Stock Incentive Plan for Non-Employee Directors, and all amendments thereto.~~


~~(s)~~	“~~Restricted Share Unit” means a restricted share unit granted pursuant to~~ ~~Section 7~~.


~~(t)~~	“~~Service~~” means a Participant’s service as a non-employee member of the Board. With respect to any Award subject to Section 409A of the Code (and not exempt therefrom), a Participant’s termination of Service means a Participant’s “separation from service” (as such term is defined and used in Section 409A of the Code).


~~(u)~~	“~~Shares” means ordinary shares, par value U.S. $0.15144558 per share, in the capital of the Company.~~


3.	~~Shares Subject to the Plan~~

~~Subject to adjustment pursuant to the provisions of~~ ~~Section 9(a)~~, the total number of Shares that may be issued under the Plan is 263,695. The Shares delivered by the Company pursuant to the Plan may consist, in whole or in part, of unissued Shares or previously issued Shares. The number of Shares that may be issued under the Plan shall be reduced by (i) the gross number of Shares for which Options are exercised, regardless of whether any of the Shares underlying such Awards are not actually issued to the Participant as the result of a net settlement and (ii) any Shares that may be withheld to satisfy any tax withholding obligation with respect to any Award. Shares shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash. Shares that are subject to Awards (or portions thereof) that are forfeited, are cancelled, expire, terminate or lapse without the payment of consideration may be granted again under the Plan.


4.	~~Administration~~

~~(a)~~

The Plan shall be administered by the full Board or such committee as the Board shall select consisting solely of two or more members of the Board who, during any period the Company is subject to Section 16 of the Act, are intended to qualify as “non-employee directors” within the meaning of Rule 16b-3 under the Act (or any successor rule thereto). The Board or any such committee, as the case may be, shall be referred to as the “Committee” for purposes of the Plan and any Award agreement. To the extent a Committee other than the Board administers the Plan, the members of such Committee shall be appointed, from time to time by and shall serve at the discretion of, the Board.

~~(b)~~

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

~~(c)~~

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

~~(d)~~

To the extent legally required, as a condition to the delivery of any Shares, cash or other securities or property pursuant to any Award or the lifting or lapse of restrictions on any Award, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company relating to an Award, the Committee shall require payment of any amount it may determine to be necessary to withhold for federal, state, local or other taxes as a result of the exercise, grant or vesting of an Award. Unless the Committee specifies otherwise, (i) the Company may deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to a Participant whether or not pursuant to the Plan (including Shares otherwise deliverable), (ii) the Committee will be entitled to require that the Participant remit cash to the Company (through payroll deduction or otherwise) or (iii) the Company may enter into any other suitable arrangements to withhold, in each case in an amount not to exceed, in the opinion of the Company, the minimum statutory amounts of such taxes required by law to be withheld (or such other rate that will not result in a negative accounting impact).

~~(e)~~

Each Award granted under the Plan will be evidenced by an Award agreement (which may include an electronic writing to the extent permitted by applicable law) that will contain such provisions and conditions as the Committee deems appropriate. No Award or purported Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award agreement, which execution may be evidenced by electronic means. By accepting an Award pursuant to the Plan, a Participant thereby agrees that the Award will be subject to all of the terms and provisions of the Plan and the applicable Award agreement.


~~(f)~~	Awards will, to the extent reasonably practicable, be aggregated in order to eliminate any fractional Shares. Fractional Shares may, in the discretion of the Committee, be forfeited for no consideration or settled in cash or otherwise as the Committee may determine.


5.	~~Limitations~~


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

~~(b)~~

~~Except as otherwise permitted by~~ ~~Section 9(a)~~, the Company may not, without obtaining shareholder approval: (i) amend the terms of outstanding Options to reduce the Option Price of such outstanding Options; (ii) cancel outstanding Options in exchange for Options with an Option Price that is less than the Option Price of the original Options; or (iii) cancel outstanding Options with an Option Price above the current share price in exchange for cash or other securities.


~~(c)~~	Notwithstanding anything to the contrary herein, the maximum number of Shares that may be subject to Awards granted to any Participant in any one calendar year shall not exceed 50,000 Shares (as adjusted pursuant to the provisions of ~~Section 9(a)~~).


6.	~~Terms and Conditions of Options~~

Options granted under the Plan shall be nonqualified stock options for U.S. federal income tax purposes, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Committee shall determine:


~~(a)~~	~~Option Price. The Option Price per Share shall be determined by the Committee, but shall not be less than 100% of the Fair Market Value of the Shares on the date an Option is granted.~~


~~(b)~~	~~Exercisability~~. Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Committee, but in no event shall an Option be exercisable more than ten years after the date it is granted, except as may be provided pursuant to ~~Section 18(c)~~.

~~(c)~~

~~Exercise of Options~~. Except as otherwise provided in the Plan or in an Award agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of this ~~Section 6~~, the exercise date of an Option shall be the date a notice of exercise is received by the Company, together with payment (or, to the extent permitted by applicable law, provision for payment) of the full purchase price in accordance with this ~~Section 6(c)~~. The Option Price for the Shares as to which an Option is exercised shall be paid to the Company, as designated by the Committee, pursuant to one or more of the following methods: (i) in cash or its equivalent (~~e.g.~~, by check); (ii) in Shares having a Fair Market Value as of the exercise date equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; (iii) partly in cash and partly in such Shares; (iv) if there is a public market for the Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased; (v) by such other means as the Committee may prescribe.

~~(d)~~

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


7.	~~Terms and Conditions of Restricted Share Units~~

~~(a)~~

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


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


8.	~~Other Share-Based Awards~~

The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based upon or related to Shares, as deemed by the Committee to be consistent with the purposes of the Plan. The terms and conditions applicable to such Awards shall be determined by the Committee and evidenced by Award agreements, which agreements need not be identical.


9.	~~Adjustments Upon Certain Events~~

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

~~(a)~~

~~Generally~~. In the event of any change in the outstanding Shares after the Effective Date by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, reclassification or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares, other than regular cash dividends, or any change in the corporate structure similar to the foregoing, the Committee shall make such substitutions or adjustments as it deems to be equitable, in its sole discretion, and necessary to preserve the benefits or potential benefits intended to be made available under the Plan as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the maximum number of Shares for which Awards may be granted pursuant to ~~Section 5, (iii) the Option Price of any outstanding Option, and (iv) any other affected terms of any outstanding Awards; provided that no such adjustment shall be made if or~~

~~to the extent that it would cause an outstanding Award to cease to be exempt from, or to fail to comply with, Section 409A of the Code.~~


~~(b)~~	~~Change in Control~~.

~~(i)~~

In the event of a Change in Control, the Committee may, but shall not be obligated to, (A) accelerate, vest or cause the restrictions to lapse with respect to, all or any portion of an Award, (B) cancel Awards for fair value (as determined in the sole discretion of the Committee) which, in the case of Options, may equal, but in any event shall not be less than, the excess, if any, of value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to such Options (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options) over the aggregate exercise price of such Options or (C) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder as determined by the Committee in its sole discretion or (D) provide that for a period of at least 15 days prior to the Change in Control, Options that would not otherwise become exercisable prior to the Change in Control shall be exercisable as to all Shares subject thereto (but that any such exercise will be contingent upon and subject to the occurrence of the Change in Control, and if the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, such exercise will be null and void) and that any Options not exercised prior to the consummation of the Change in Control shall terminate and be of no further force and effect as of the consummation of the Change in Control. For the avoidance of doubt, in the event of a Change in Control, the Committee may, in its sole discretion, terminate any Option for which the Option Price is equal to or exceeds the per share value of the consideration to be paid in the Change in Control transaction (or, if no consideration is paid in the Change in Control, the Fair Market Value of the Shares subject to such Options) without payment of consideration therefor.

~~(ii)~~

~~Notwithstanding the provisions of~~ ~~Section 9(b)(i)~~, (A) in the event of a Change in Control, no payment shall be accelerated for any Award which constitutes “deferred compensation” under Section 409A of the Code unless such Change in Control is a “change in control event” as defined in Section 1.409A‑3(i)(5) of the U.S. Treasury Department Regulations and (B) to the extent that a Change in Control does constitute a “change in control event” as defined in Section 1.409A‑3(i)(5) of the U.S. Treasury Department Regulations, then, with respect to any Award which would be considered “deferred compensation” under Section 409A of the Code on the date of such Change in Control, the restrictions and other conditions applicable to any such Award shall lapse, and such Award shall become vested, payable in full and immediately settled and distributed.


~~10.~~	~~No Right to Service or Awards~~

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


~~11.~~	~~Successors and Assigns~~

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


~~12.~~	~~Transferability of Awards~~

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


~~13.~~	~~Amendments or Termination~~

The Board or the Committee may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made (a) without the approval of the shareholders of the Company to the extent necessary to comply with any applicable laws, regulations or rules, including the rules of a securities exchange or self-regulatory agency, including if such action would (except as is provided in ~~Section 9(a)~~) increase the total number of Shares reserved for the purposes of the Plan, (b) without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan or (c) without the approval of the shareholders of the Company, subject to ~~Section 5(b), relating to repricing of Options, to permit such repricing.~~


~~14.~~	~~Conflicts of Law~~

~~The Committee may, in its sole discretion, amend the terms of the Plan or Awards in order to comply with U.S. federal law or the rules of any securities exchange in the United States.~~


~~15.~~	~~Choice of Law~~

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


~~16.~~	~~Arbitration~~

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

~~detailed recital of the arbitrator’s reasoning. Judgment upon the award rendered may be entered in any court having jurisdiction thereof.~~


~~17.~~	~~Section 409A Compliance~~

The provisions of the Plan and any Awards made herein that are intended to be “deferred compensation” subject to Section 409A of the Code are intended to comply with, and should be interpreted, administered, and construed consistent with the requirements of Section 409A of the Code, and any related regulations or other effective guidance promulgated thereunder by the U.S. Department of the Treasury or the U.S. Internal Revenue Service and all Awards made under the Plan that are intended to be exempt from Section 409A of the Code shall be interpreted, administered and construed to comply with and preserve such exemption.


~~18.~~	~~Miscellaneous~~

~~(a)~~

~~Rights as a Shareholder~~. No Participant (or other person having rights pursuant to an Award) will have any of the rights of a shareholder of the Company with respect to Shares subject to an Award until the delivery of such Shares. Except as otherwise provided in ~~Section 9(a)~~, no adjustments will be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, Shares, other securities or other property) for which the record date is before the date the Shares are delivered.

~~(b)~~

~~Data Privacy~~. As a condition of receipt of any Award, each Participant explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of personal data as described in this section by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering, and managing the Plan and Awards and the Participant’s participation in the Plan. In furtherance of such implementation, administration, and management, the Company and its Affiliates may hold certain personal information about a Participant, including, but not limited to, the Participant’s name, home address, telephone number, date of birth, social security or insurance number or other identification number, compensation, nationality, job title(s), information regarding any securities of the Company or any of its Affiliates, and details of all Awards (the “~~Data~~”). In addition to transferring the Data amongst themselves as necessary for the purpose of implementation, administration, and management of the Plan and Awards and the Participant’s participation in the Plan, the Company and its Affiliates may each transfer the Data to any third parties assisting the Company in the implementation, administration, and management of the Plan and Awards and the Participant’s participation in the Plan. Recipients of the Data may be located in the Participant’s country or elsewhere, and the Participant’s country and any given recipient’s country may have different data privacy laws and protections. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the purposes of assisting the Company in the implementation, administration, and management of the Plan and Awards and the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be held only as long as is necessary to implement, administer, and manage the Plan and Awards and the Participant’s participation in the Plan. A Participant may, at any time, view the Data held by the Company with respect to such Participant, request additional information about the storage and processing of the Data with respect to such Participant, recommend any necessary corrections to the Data with respect to the Participant, or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local

human resources representative. The Company may cancel the Participant’s eligibility to participate in the Plan, and in the Committee’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Participants may contact their local human resources representative.

~~(c)~~

~~Participants Outside of the United States~~. The Committee may amend or modify the terms of the Plan or Awards with respect to Participants who reside or work outside the United States in order to conform such terms with the requirements of local law or tax law for a Participant and the Company. An Award may be modified under this ~~Section 18(c)~~ in a manner that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation or result in actual liability under Section 16(b) of the Act for the Participant whose Award is modified. Additionally, the Committee may adopt such procedures and sub-plans as are necessary or appropriate to permit individuals eligible to participate in the Plan who are non‑U.S. nationals or who reside or work outside the United States to participate in the Plan.

~~(d)~~

~~No Liability of Committee Members~~. Neither any member of the Committee nor any of the Committee’s permitted delegates shall be liable personally by reason of any contract or other instrument executed by such member or on his behalf in his capacity as a member of the Committee or for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer, or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against all costs and expenses (including counsel fees) and liabilities (including sums paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan, unless arising out of such person’s own fraud or willful misconduct; ~~provided~~, ~~however~~, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s certificate or articles of incorporation or bylaws, each as may be amended from time to time, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.


~~19.~~	~~Effectiveness of the Plan~~

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

***



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~~Name~~	~~Age~~	~~Position(s)~~
~~Christopher O’Kane~~ ⁽¹⁾	61	~~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 Bermuda, Group General Counsel, Head of Group Human Resources and Company Secretary~~
~~David Cohen~~	57	~~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 U.K. and AMAL, Group Head of Corporate Development and Office of the Group Chief Executive Officer~~
~~Ann Haugh~~	44	~~President of Aspen International Insurance and Chief Operating Officer of Aspen Insurance~~
~~Emil Issavi~~	43	~~President and Chief Underwriting Officer of Aspen Re~~
~~Scott Kirk~~	42	~~Group Chief Financial Officer~~
~~Stephen Postlewhite~~	44	~~Chief Executive Officer of Aspen Re~~
~~Robert Rheel~~	53	~~President of Aspen U.S. Insurance~~
~~Richard Thornton~~	44	~~Group Chief Risk Officer and Head of Strategy~~
~~Kate Vacher~~	44	~~Director of Underwriting~~
~~Mario Vitale~~	60	~~Chief Executive Officer of Aspen Insurance~~


Key Metric ⁽¹⁾	2015	2014	2013	2016	2015	2014
Operating Return on Equity ⁽²⁾	10.0%	11.5%	9.7%
Net Income Return on Equity ⁽²⁾				5.4%	10.0%	11.1%
Operating Return on Equity ⁽³⁾				4.8%	10.0%	11.5%
Diluted Book Value per Ordinary Share	$46.00	$45.13	$40.90	$46.72	$46.00	$45.13
Adjusted Diluted Book Value per Ordinary Share Growth ⁽³⁾	10.7%	13.3%	6.2%
Adjusted Diluted Book Value per Ordinary Share Growth ⁽⁴⁾				5.9%	10.7%	13.3%
Combined Ratio	91.9%	91.7%	92.6%	98.5%	91.9%	91.7%
Gross Written Premiums	$3.00 Bn	$2.90 Bn	$2.65 Bn	$3.15 Bn	$3.00 Bn	$2.90 Bn
Diluted Net Income per Share	$4.54	$4.82	$4.14	$2.61	$4.54	$4.82


1.	To re-elect Messrs. ~~Ronald Pressman~~Christopher O’Kane, John Cavoores and ~~Gordon Ireland~~Albert Beer and Ms. Heidi Hutter and to elect Mr. ~~Karl Mayr~~Matthew Botein as Class ~~III~~I directors of the Company;


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


3.	To ~~approve the Company’s 2016 Stock Incentive Plan for Non-Employee Directors;~~


4.	To re-appoint 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~~2017 and to authorize the Company’s Board of Directors ~~of the Company~~ (the “Board”) through the Audit Committee to set the remuneration for KPMG; and


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


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


(1)	the name and address of each director nominee (each, a “Nominee”);


(2)	the information required by (2) above under “—General Requirements” with respect to each Nominee;


(3)	all information with respect to each Nominee that would be required to be set forth in a Schedule 14A proxy statement, including each Nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected;


(5)	a D&O questionnaire completed and signed by each Nominee (a form of which will be provided to the requesting shareholder and/or Nominee following written request to the Company Secretary).


~~(1)~~	~~Biography available under “—Directors” above.~~


(1)	a brief description of the proposal or other business desired to be brought before the general meeting and the reasons for it;


(2)	any material interests of a Notice Shareholder in such proposal or other business; and


(3)	the text of the proposal or other business (including the text of any resolutions or bye-law amendments proposed for consideration).



Name	Age	Position(s)
Christopher O’Kane ⁽¹⁾	62	Group Chief Executive Officer
Brian Boornazian	56	Chairman of Aspen Re, President of Aspen Re America, Chief Executive Officer of North America and Performance Director of Aspen Re
Michael Cain	45	Chief Executive Officer of Aspen Bermuda, Group General Counsel and Company Secretary
David Cohen	58	President and Chief Underwriting Officer of Aspen Insurance
Karen Green	49	Chief Executive Officer of Aspen U.K. and AMAL, Group Head of Corporate Development and Office of the Group Chief Executive Officer
Emil Issavi	44	President and Chief Underwriting Officer of Aspen Re
Scott Kirk	43	Group Chief Financial Officer
Thomas Lillelund	44	Chief Executive Officer of Aspen Re
Stephen Postlewhite	45	Chief Executive Officer of Aspen Insurance
Richard Thornton	45	Group Chief Operating Officer and Group Head of Strategy
Kate Vacher	45	Group Director of Underwriting



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. This Compensation Discussion and Analysis also provides information regarding the compensation of our (i) Chief Executive Officer, (ii) Chief Financial Officer, (iii) the three most highly compensated executive officers for 2016, not including the Chief Executive Officer and the Chief Financial Officer, and (iv) the former Chief Executive Officer of Aspen Insurance and the former President of Aspen U.S. Insurance, each of whom would have been included in the three most highly compensated executive officers for 2016 but for the fact that they were no longer employed by the Company as of December 31, 2016 (collectively, the “NEOs”). The NEOs who were actively employed by us on December 31, 2016 are referred to in this Proxy Statement as the “continuing NEOs.” Executive Summary In ~~2015,~~2016, our Say-On-Pay Vote received overwhelming support with approximately ~~94%~~95% of shareholders voting in favor of our compensation ~~programs,~~program, 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~~2016 Named Executive Officers Christopher O’Kane Group Chief Executive Officer Scott Kirk Group Chief Financial Officer Thomas Lillelund Chief Executive Officer of Aspen Re Stephen Postlewhite Chief Executive Officer of Aspen Re Insurance Brian Boornazian Chairman of Aspen Re ~~Emil Issavi~~Mario Vitale ~~President and~~Former Chief ~~Underwriting~~Executive Officer of Aspen ReInsurance Robert Rheel Former President of Aspen U.S. Insurance


(2)	Net income return on equity is calculated using net income after tax less preference share dividends and non-controlling interests, divided by average equity.


(3)	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
	Compensation Element	Key Philosophical Underpinning
	Base Salary	• Attract and retain key talent • Provide financial certainty and stability
	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
	Long-Term Incentive (Performance Shares, Phantom 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



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%



Compensation Element	Key Philosophical Underpinning

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

Severance and Double-Trigger ⁽¹⁾ Change of Control Benefits	• Attract and retain key talent • Provide 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 change of control transaction and allow our executives to assess potential strategic actions objectively without regard to the potential impact on their own job security


(1)	A double-trigger clause requires two distinct events to trigger the acceleration of vesting of stock awards. One event is a change in control of the Company, and the other event is termination of the employee without cause or for good reason.



● 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~~Our 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, described in the table below, 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⁽¹⁾	Hiscox Ltd.
Amlin Plc⁽²⁾	Markel Corporation
Arch Capital Group Ltd.	PartnerRe Ltd.⁽³⁾
Argo Group International Holdings Ltd.	RenaissanceRe Holdings Ltd.
Axis Capital Holdings Limited	Validus Holdings, Ltd.
Beazley Plc	White Mountains Insurance Group, Ltd.
Endurance Specialty Holdings Ltd.⁽⁴⁾	XL Group ~~Plc~~plc



~~Named Executive Officer~~Continuing NEOs	~~2014 Individual Achievements~~	~~2015~~2016 Individual Achievements
Christopher O’Kane	● ~~Achieved~~Successful oversight of the ~~2014~~build-out of our insurance business, ~~plan.~~ ● ~~Successfully executed all new initiatives,~~ including ~~Finance Shared Services.~~ ● ~~Met or exceeded the business plan target for third-party capital under management~~taking deliberate steps to reduce volatility and ~~for fee generation under Aspen Capital Markets division.~~promote long-term profitability. ● 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. ● ~~Maintained adequate capital and liquidity across~~ the Group, Insurance and ~~maintained efficient capital management.~~	● ~~Materially achieved the 2015 business plan within the Group's risk tolerances and underwriting disciplines.~~ ● ~~Finalized Group~~Reinsurance Target Operating Model, which is designed to achieve efficiency improvements across the business. ● Reassessed underwriting talent and ~~developed~~underwriting strategy for Asia-Pacific and Latin America and provided a ~~comprehensive implementation~~ plan for ~~execution.~~increasing penetration of these markets. ● Increased assets under management by Aspen Capital Markets. ● Executed and integrated the acquisition of AgriLogic successfully. ● Continued to ~~strengthen Aspen's leadership~~develop Aspen’s governance, audit and ~~management teams, particularly~~review processes to support the ongoing threat in ~~Insurance.~~cyber security. ● ~~Continued growth~~Further enhanced Aspen’s approach to talent management to ensure Aspen is well positioned to attract, develop and ~~development~~retain talent at all levels of ~~Aspen Capital Markets ("ACM") initiatives, including Silverton, our sidecar, and other collateralized reinsurance arrangements.~~ ● ~~Continued to integrate International and U.S. Insurance.~~ ● ~~Achievement of internal model approval and Solvency II compliance by January 1, 2016.~~the organization.
Scott Kirk	●~~Provided advice on numerous strategic and operational matters even prior to his appointment as Group Chief Financial Officer.~~ ● ~~Made an excellent transition~~Successful oversight of the build-out of our insurance business, including taking deliberate steps to ~~his new responsibilities as Group Chief Financial Officer.~~ ● ~~Performed well at our 2015 planning session~~reduce volatility and ~~built on his relationships with investors, analysts and other stakeholders.~~promote long-term profitability.	● ~~Helped to materially achieve the 2015 business plan.~~ ● Successful ~~transition to the Group Chief Financial Officer role.~~ ● ~~Successful oversight~~implementation of the Solvency II Pillar 3 regulatory reporting requirements. ● ~~Continued execution of Finance Shared Services plan.~~ ● Worked as an effective and collaborative member of the Group Executive Committee. ● ~~Implemented further development in Group Finance,~~Embedded upgraded talent and ~~led senior finance leadership workshops.~~continued to refine the Finance Organizational Model. ● Executed successful ordinary share repurchases. ● Executed successful preference share refinancing.
~~Stephen Postlewhite~~ ⁽¹⁾ Thomas Lillelund	● ~~Oversaw the implementation~~Made an excellent transition to his new responsibilities as Chief Executive Officer of ~~our business plan to ensure we are Solvency II compliant.~~Aspen Re. ● ~~Kept senior management and boards appraised of all major risk issues and maintained the Group Risk Management framework and the Group Risk Appetite Statement.~~Helped to ensure that Aspen Re exceeded its 2016 business plan. ● ~~Strengthened the price adequacy and rate monitoring control processes.~~ ● ~~Contributed to 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 investment portfolio.~~	● ~~Exceeded delivery of 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 new offices and the creation of new products~~ ● ~~Broadened Aspen’s partnership with alternative capital by continuing~~Continued to expand the activities of Aspen Capital Markets and its assets under management, including registering Aspen Capital Advisors as a registered investment advisor with the SEC. ● ~~Worked as an effective and collaborative member~~Supported the implementation of the ~~Executive Committee~~Aspen Re Target Operating Model. ● ~~Advanced marketing~~Increased Aspen Re’s regional footprint, including a new hub for the Middle East and ~~distribution process which helped lead to greater submission flow, new opportunities~~Africa in Dubai, and ~~closer~~built upon the success of our underwriting presence in Asian Pacific markets, through the opening of an office in Sydney, Australia and ~~more intensive broker relationships~~ ● ~~Improved alignment within Aspen Re across geographies and senior management~~a second office in Beijing, China. ● Developed ~~plan~~an increasingly sophisticated and structured approach to ~~improve diversity in~~Customer Relationship management through significantly enhanced MI capabilities.
Stephen Postlewhite	● Successful oversight of the build-out of our insurance business, including taking deliberate steps to reduce volatility and promote long-term profitability. ● Made an excellent transition to his new responsibilities as Chief Executive Officer of Aspen Insurance. ● Supported the transition of the Aspen Re ~~leadership team~~senior management team. ● Ensured a high level of onboarding and cultural integration in connection with the build-out of Aspen Insurance. ● Completed the re-structure of reinsurance arrangements. ● Ensured the delivery of identification and development of talent, including robust succession plans and the retention of key employees. ● Supported the implementation of the Aspen Insurance Target Operating Model.
Brian Boornazian	● ~~Ensured~~Helped to ensure that Aspen Re ~~delivered on~~exceeded its ~~2014~~2016 business 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 ~~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 Aspen Re.~~ ● ~~Provided leadership to our ARA operation in Rocky Hill and addressed the operational requirements of the U.S. platform as a whole.~~	● ~~Exceeded delivery of Aspen Re's 2015 business plan as measured by net income, loss ratio, and combined ratio.~~ ● ~~In conjunction with others, refined and implemented Aspen Re’s~~ distribution and marketing strategy. ● ~~Ensured~~Achieved the successful ~~implementation~~integration of ~~the U.S. regional initiative through marketing, client contact, product support and technical guidance.~~AgriLogic. ● ~~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 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~~Maintained a ~~more efficient management reporting structure within Aspen Re.~~ ● ~~In conjunction with the Group Chief Executive Officer and the Chief Executive Officer of Aspen Re, developed the next phase of the Aspen Re strategy.~~ ● ~~Ensured that 100% of audits were satisfactory and that there were no significant compliance breaches in Aspen Re.~~“growth through prudence” control framework. ● Supported the ~~development of our successful distribution and marketing strategy.~~	● ~~Exceeded delivery~~implementation 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~~diversity initiative at Aspen ~~Re’s regional structure~~ ● ~~Ensured all audits were satisfactory and there were no significant compliance breaches in Aspen Re~~ ● ~~Worked with the Chief Executive Officer and Chairman of Aspen Re to successfully execute Aspen Re’s strategy~~ ● ~~Successfully assumed the role of Chief Underwriting Officer for Aspen U.K.~~Re.


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⁾
Continuing NEOs							2016 % Base Salary Increase ⁽¹⁾	2016 Actual Bonus Awarded	2016 Actual Bonus Awarded (% of Target)	Grant Date Fair Value of 2016 Performance Shares (2016-2018) ⁽²⁾	Grant Date Fair Value of Restricted Share Units (2016-2018) ⁽²⁾	Value of 2016 Performance Shares Earned in 2016 ⁽³⁾
Christopher O’Kane	3.3%	$1,257,066	76%	$2,619,082	$926,849	$1,013,044	0.0%	$960,000	66%	$2,263,293	$809,646	$411,974
Scott Kirk	2.9%	$411,603	77%	$654,751	$231,681	$253,285	0.0%	$282,051	60%	$678,985	$242,901	$123,596
Stephen Postlewhite	0.0%	$1,007,510	120%	$1,145,844	$405,473	$443,249
Thomas Lillelund ⁽⁴⁾							34.4%	$496,125	70%	$94,297	$731,056	$17,170
Stephen Postlewhite ⁽⁵⁾							0.0%	$514,743	70%	$990,184	$1,119,299	$180,241
Brian Boornazian	2.0%	$826,000	100%	$982,146	$347,543	$379,928	0.0%	$495,720	60%	$848,739	$303,626	$154,495
Emil Issavi	0.0%	$907,500	110%	$982,146	$347,543	$379,928


(4)	The increase in Mr. Lillelund’s base salary was approved in connection with his appointment to the position of Chief Executive Officer of Aspen Re on May 18, 2016. A portion of the value of Mr. Lillelund’s restricted share units was granted to him on July 27, 2016 in connection with his appointment as Chief Executive Officer of Aspen Re.


(5)	A portion of the value of Mr. Postlewhite’s restricted share units was granted to him on July 27, 2016 in connection with his appointment as Chief Executive Officer of Aspen Insurance on May 18, 2016.



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 increases are discretionary and take into account the above-mentioned factors and internal equity considerations.governing budget, individual base salary increases are discretionary. We believe this approach mitigates the risk associated with linking base 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.~~



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%



Continuing NEOs	2015 Base Salary ⁽¹⁾	2016 Base Salary ⁽¹⁾	% Base Salary Increase
Christopher O’Kane ⁽²⁾	$832,727	$832,727	0.0%
Scott Kirk ⁽²⁾	$470,085	$470,085	0.0%
Thomas Lillelund ⁽³⁾	$390,490	$525,000	34.4%
Stephen Postlewhite ⁽²⁾	$490,232	$490,232	0.0%
Brian Boornazian	$612,000	$612,000	0.0%