

Q:		Why am I receiving these materials?
A:		You are receiving this proxy statement (this “Proxy Statement”) because you are a shareholder of Aspen Insurance Holdings Limited (the “Company,” “Aspen,” “we,” “us” or “our” and, together with its subsidiaries, the “Group”) as of March 5, 2018 (the “Record Date”). These proxy materials, along with a copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, are also available for viewing at http://www.edocumentview.com/AHL and http://www.aspen.co.
Q:		Where and when will the 2018 Annual Meeting take place?
A:		The 2018 annual general meeting of shareholders of the Company (the “2018 Annual Meeting”) will be held at 141 Front Street, Hamilton HM19, Bermuda on May 2, 2018 at 12:00 p.m. (ADT). Directions to the 2018 Annual Meeting may be obtained by contacting the Company at +1 (441) 295-8201.
Q:		Why did I receive a one page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?
A:		The Company has taken advantage of the U.S. Securities and Exchange Commission (the “SEC”) rule allowing companies to furnish proxy materials via the internet instead of a paper copy. This process allows us to expedite our shareholders’ receipt of proxy materials, lower the costs of distribution and reduce the environmental impact of our 2018 Annual Meeting. If you would like to receive a printed set of the proxy materials, please follow the instructions described in the Notice to request printed materials.
Q:		What will I be voting on?
A:		Shareholders will be asked to take the following actions at the 2018 Annual Meeting: ● to re-elect Messrs. ~~Ronald Pressman~~Glyn Jones, Gary Gregg and ~~Gordon Ireland and the election of Mr. Karl Mayr~~Bret Pearlman as Class ~~III~~II directors of the Company;


2.	To	● to provide a non-binding vote ~~FOR~~approving 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”);

	and
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~~ ● 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~~2018 and to authorize the Company’s Board of Directors (the “Board”) through the Audit Committee ~~(the “Audit Committee”)~~ to set the remuneration for KPMG.
Q:		Could other matters be decided at the 2018 Annual Meeting?
A:		As of the date of this Proxy Statement, the Board knows of no matters that will be presented for consideration at the 2018 Annual Meeting other than as described in this Proxy Statement. If any other matters shall properly come before the 2018 Annual 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.
Q:		What are the voting recommendations of the Board?
A:		The Board unanimously recommends that you vote FOR each of the director nominees and FOR each of the proposals listed above.
Q:		What vote is required to approve each proposal?
A:		Each of the proposals require an affirmative vote of the majority of the voting power of the votes cast and entitled to vote at the 2018 Annual Meeting.
Q:		Who is entitled to vote?
A:		The Board has set March 5, 2018 as the Record Date for the determination of persons entitled to receive notice of, and to vote at, the 2018 Annual Meeting. As of the Record Date, there were 59,563,494 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 2018 Annual Meeting.
Q:		How many votes do I have?
A:		Holders of ordinary shares are entitled to one vote per each ordinary share held on the Record Date for each matter to be voted upon by the shareholders at the 2018 Annual Meeting. However, if you own Controlled Shares (as defined below) that constitute 9.5% or more of the voting power of all ordinary shares, your voting rights with respect to those Controlled Shares will be limited, in the aggregate, to a voting power of approximately 9.5% pursuant to a formula set forth in our Bye-Laws. Our Bye-Laws define “Controlled Shares” generally to include all ordinary shares that a person is deemed to beneficially own directly, indirectly or constructively within the meaning of Section 958 of the Internal Revenue Code of 1986, as amended. For more information, please refer to the disclosure on voting cutbacks in the Form 10-K for the year ended December 31, 2017 filed with the SEC on February 22, 2018. It is currently expected that there will be no adjustments to the voting power of any of the Company’s shareholders.
Q:		Who is soliciting my vote?
A:		The Board is soliciting your vote at the 2018 Annual Meeting. The Board has designated Christopher O’Kane, Group Chief Executive Officer, and Scott Kirk, Group Chief Financial Officer, as proxies.

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

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

~~As of February 22, 2016, the record date for the determination of persons entitled to receive notice of, and to vote at,~~



Q:		How do I vote?
A:		You can vote by proxy whether or not you attend the 2018 Annual General Meeting, there were 60,762,721 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. To vote by proxy, shareholders have a choice of voting on the internet, by telephone or sending the completed and signed proxy card. Please follow the instructions described in the Notice for more information on how to vote your ordinary shares.
Q:		What constitutes a quorum necessary to transact business at the meeting?
A:		The presence of one or more shareholders in person or by proxy holding at least 50% of the voting power of all of the issued ordinary shares of the Company throughout the 2018 Annual Meeting shall form a quorum for the transaction of business at the 2018 Annual Meeting.
		If a quorum is not present, the 2018 Annual Meeting shall stand adjourned to such other day, time and place as the chair of the meeting may determine and at such adjourned meeting two shareholders present in person or by proxy and holding at least 10% in the aggregate of the voting power of ordinary shares entitled to vote at such meeting shall be a quorum. The Company shall give not less than 21 days’ notice of any meeting adjourned through want of a quorum. An adjournment will have no effect on the business that may be conducted at the adjourned meeting.
Q:		What is the difference between a “shareholder of record” and a “street name” holder?
A:		These terms describe the manner in which you hold your ordinary shares. If your ordinary shares are registered directly in your name through our transfer agent, Computershare, you are a “shareholder of record.” If you are a beneficial owner of shares held in the name of a brokerage firm, bank, trust or other nominee as custodian on your behalf, you are a “street name” holder.
Q:		What if I return my proxy but do not indicate how to vote my shares?
A:		If you are a shareholder of record and no instructions are provided in a properly executed proxy, it will be voted FOR all nominees in Proposal 1 and FOR Proposals 2 and 3 and in accordance with the proxyholder’s best judgment as to any other business as may properly come before the 2018 Annual Meeting. If a shareholder of record 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. 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 and 2, but have the discretion to vote on routine matters, such as Proposal 3. If beneficial owners do not provide voting instructions to their brokerage firm or other nominee, such brokerage firm or other nominee may only vote their shares on Proposal 3 and any other routine matters properly presented for a vote at the 2018 Annual Meeting.
Q:		How will broker non-votes and abstentions be treated?
A:		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 2018 Annual 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.
Q:		Can I change my vote?
A:		Yes. 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 2018 Annual Meeting. 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.
		Attendance at the 2018 Annual 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 2018 Annual Meeting.
Q:		What do I need to bring to attend the 2018 Annual Meeting?
A:		Only shareholders of record 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 2018 Annual Meeting.
Q:		Who pays the costs of soliciting proxies?
A:		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 2018 Annual Meeting to the beneficial owners of ordinary shares which such persons hold of record.
Q:		When will voting results be announced?
A:		Preliminary voting results will be announced at the 2018 Annual Meeting. Final voting results will be filed with the SEC on a Current Report on Form 8-K within four business days following the 2018 Annual 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, shareholders approved resolutions amending the constitutional documents of the Company and its Non-U.S. Subsidiaries to modify each of their respective voting push-up provisions (which mirror those of the Company described in the preceding paragraph) found in such constitutional documents, so that such provision is only applicable in the event that the voting rights of any shares of the Company are adjusted pursuant to the Company’s Bye-Laws 63-67. If voting rights are not adjusted pursuant to the above, resolutions proposed by the Company’s Non-U.S. Subsidiaries will not be voted upon by the Company’s shareholders 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 year ended December 31, 2015 were approved by the Board and will be presented at the Annual General Meeting. There is no requirement under Bermuda law that these 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 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 4 and in accordance with the proxyholder’s best judgment as to any other business as may properly come before the Annual General Meeting. If a shareholder 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, but have the discretion to vote on routine matters, such as Proposal 4. If beneficial owners do not provide voting instructions to their brokerage firm or other nominee, such brokerage firm or other nominee may therefore only vote their shares on Proposal 4 and any other routine matters properly presented for a vote at the Annual General Meeting.

Any “broker non-votes” and abstentions will be counted toward the presence of a quorum at, but will not be considered votes cast on any proposal brought before, the Annual General Meeting. Generally, “broker non-votes” occur when ordinary shares held for a beneficial owner are not voted on a particular proposal because the broker has not received voting instructions from the beneficial owner and the broker does not have discretionary authority to vote the ordinary shares on a particular proposal. If a quorum is not present, the Annual General Meeting shall stand adjourned to such other day and such other time and place as the chairman of the meeting may determine and at such adjourned meeting two (2) shareholders present in person or by proxy and holding at least ten percent (10%) in the aggregate of the voting power of shares entitled to vote at such meeting (taking into account the Company’s Bye-Laws 63-67) shall be a quorum. The Company shall give not less than twenty-one (21) days’ notice of any meeting adjourned through want of a quorum and such notice shall state that two (2) shareholders present in person or by proxy and holding at least ten percent (10%) in the aggregate of the voting power of shares entitled to vote at such meeting (taking into account the Company’s Bye-Laws 63-67) shall be a quorum. An adjournment will have no effect on the business that may be conducted at the adjourned meeting.

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

MANAGEMENT

Board of Directors of the Company

~~Our Bye-Laws provide for~~The Company has a classified Board that is divided into three classes of directors, with each class elected to serve a term of three years. ~~Our incumbent Class I~~As of March 1, 2018, we had the following directors ~~were elected at our 2014 annual general meeting~~on the Board and ~~are scheduled to serve until our 2017 annual general meeting.~~ committees of the Board:

Name

Age

Director

Since

Audit

Compensation

Corporate
Governance

& Nominating

Investment

Risk

Lead Independent Director

Class I Directors:

Christopher O’Kane

2002

Heidi Hutter

2002

●

John Cavoores

2006

●

Albert Beer

2011

●

Matthew Botein

2017

Class II Directors:

Glyn Jones (Chair)

2006

●

Gary Gregg

2013

●

Bret Pearlman

2013

●

Class III Directors:

Ronald Pressman

2011

●

Gordon Ireland

2013

●

Karl Mayr

2015

●

___________

● Committee Member

C Committee Chair

Our incumbent Class II directors were elected at our 2015 annual general meeting of shareholders and are ~~scheduled to serve until our~~standing for re-election at the 2018 ~~annual general meeting.~~Annual Meeting. Our incumbent Class III directors were elected at our ~~2013~~2016 annual general meeting of shareholders and ~~will be subject for (re)election~~are scheduled to serve until our 2019 annual general meeting of shareholders. Our incumbent Class I directors were elected at ~~the Annual General Meeting.~~

~~We have provided information below about~~ our ~~directors, including their ages, committee positions, business experience for the past five years~~2017 annual general meeting of shareholders and ~~the names~~are scheduled to serve until our 2020 annual general meeting of other companies on which they serve, or have served, for the past five years. We have also provided information regarding each director’s specific experience, qualifications, attributes and skills that led the Board to conclude that each should serve as a director.shareholders.

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

Name Age
Director
Since
Audit Compensation
Corporate
Governance
& Nominating
Investment Risk
Class I Directors:
Christopher O’Kane 61 2002
Heidi Hutter ⁽¹⁾
58 2002 P P Chair
John Cavoores 58 2006 P
Liaquat Ahamed 63 2007 Chair P
Albert Beer 65 2011 P P
Class II Directors:
Glyn Jones 63 2006 P
Gary Gregg 60 2013 P P P
Bret Pearlman 49 2013 P P
Class III Directors:
Richard Bucknall 67 2007 P
P P
Peter O’Flinn 63 2009 P Chair
Ronald Pressman 57 2011 Chair P
Gordon Ireland 62 2013 Chair P
Karl Mayr 65 2015 P

~~_________~~


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

~~Glyn Jones.~~ With effect from May 2, 2007, Mr. Jones was appointed as Chairman of the Board. Mr. Jones has been a director and a member of the Investment Committee since October 30, 2006. He also served as a non-executive director and Chairman of Aspen Insurance UK Limited (“Aspen U.K.”) between December 4, 2006 and May 6, 2014 and was a member of Aspen U.K.’s audit committee between September 4, 2006 and May 6, 2014. Mr. Jones is also the Chairman of Aldermore Group plc, chair of its corporate governance and nominating committee and a member of its compensation committee. Mr. Jones is also the Chairman of Aldermore Bank plc, Aldermore Group plc’s banking subsidiary. Between September 2012 and May 2015, Mr. Jones was the senior independent director, chair of the investment committee and audit committee member of Direct Line Insurance Group plc, a FTSE 100 company. He was also a director of UK Insurance Limited, a subsidiary of Direct Line, between October 2012 and May 2015. Mr. Jones was previously the Chairman of Hermes Fund Managers, BT Pension Scheme Management and Towry Holdings. Mr. Jones was the Chief Executive Officer of Thames River Capital LLP from October 2005 until May 2006. From 2000 to 2004, he served as Chief Executive Officer of Gartmore Investment Management in the United Kingdom. Prior to Gartmore, Mr. Jones was Chief Executive Officer of Coutts NatWest Group and Coutts Group, which he joined in 1997, and was responsible for strategic leadership, business performance and risk management. In 1991, he joined Standard Chartered, later becoming the general manager of Global Private Banking. Mr. Jones was a consulting partner with Coopers & Lybrand/Deloitte Haskins & Sells Management Consultants from 1981 to 1990.

Mr. Jones has over 25 years of experience within the financial services sector. He is the former chief executive officer of a number of large, regulated, international financial services groups and has served as chairman of the board in a number of other

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

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

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

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

Mr. Ahamed has over 30 years of experience in investment management and previously served as the chief investment officer and Chief Executive Officer of Fischer Francis Trees & Watts, Inc. Mr. Ahamed’s investment management experience provides the Board with experience to oversee the Company’s investment decisions, strategies and investment risk appetite. As a result, Mr. Ahamed also serves as Chair of the Investment Committee and is a member of the Risk Committee.

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

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

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

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

background in the insurance broking industry provides the Board with an experienced perspective on broking relationships and their ability to impact our trading operations. Given his broad background across a number of operational disciplines, Mr. Bucknall is a member of the Audit, Risk and Corporate Governance and Nominating ~~Committees.~~

~~John Cavoores.~~ ~~Mr. Cavoores has been a director of~~Committee seeks to find and retain individuals who, in addition to having the ~~Company since October 30, 2006. From October 5, 2010 through December 31, 2011, Mr. Cavoores was also~~qualifications set forth in Aspen’s Corporate Governance Guidelines, have the ~~Co-Chief Executive Officer of Aspen Insurance, focusing on Aspen Insurance’s casualty~~skills, experience and ~~professional lines and U.S. property businesses, where he had executive oversight for Aspen Insurance’s U.S. platform. From January 1, 2012, Mr. Cavoores continued his role~~abilities necessary to meet Aspen’s unique needs as a ~~non-executive director of~~highly regulated company with operations around the Company. From September 2006 until March 2010, Mr. Cavoores was an advisor to Blackstone. During 2006, Mr. Cavoores was a Managing Director of Century Capital, a Boston-based private equity firm. From 2003 to 2005, Mr. Cavoores served as President and Chief Executive Officer of OneBeacon Insurance Company, a subsidiary ofglobe. As illustrated in the White Mountains Insurance Group. He was employed with OneBeacon from 2001 to 2005. Among his other positions, Mr. Cavoores was President of National Union Insurance Company, a subsidiary of AIG, Inc. He spent 19 years at Chubb Insurance Group, where he served as Chief Underwriting Officer, Executive Vice President and Managing Director of overseas operations, based in London. Mr. Cavoores has been the Chairman of Guidewire Software, Inc. since June 2015 and a director since December 2012. Mr. Cavoores has also been a director of Cunningham Lindsey, Inc. since October 2014. Mr. Cavoores previously served as a director of Alliant Insurance Holdings.

Mr. Cavoores has over 30 years of experience within the insurance industry having, among other positions, formerly served as President and Chief Executive Officer of OneBeacon Insurance. As a result, Mr. Cavoores providestable below, the Board consists of individuals with ~~broad ranging business~~the skills, experience, ~~with particular focus on insurance matters~~ and ~~strategies within the United States,~~backgrounds necessary to oversee Aspen’s efforts toward becoming a more effective and ~~is a member of the Risk Committee.~~

~~Gary Gregg.~~ Mr. Gregg has been a director of the Company since April 24, 2013. From May 2013 to 2015, Mr. Gregg was an advisor to Ortelius Ventures LLC. From 2011 to 2013, Mr. Gregg was engaged as a private consultant on a number of insurance and non-insurance related business purchase transactions. Prior to this, Mr. Gregg held various senior positions at Liberty Mutual Group from 1989 to 2011. From 2005 to 2011, Mr. Gregg served as President of Liberty Mutual Agency Corporation, one of Liberty Mutual Group’s four major business units. Prior to this, he served as President of Commercial Markets, another of the four major business units within Liberty Mutual Group from 1999 to 2005. Before joining Liberty Mutual Group, Mr. Gregg was a partner at KPMG Peat Marwick LLP from 1988 to 1989, where he also held various positions of increasing responsibility from 1979 to 1988. Mr. Gregg is currently a member of the executive committee, the chairman of the finance committee, and the vice-chairman of the nominating Committee of the Board of Trustees of the Museum of Science in Boston, Massachusetts, having previously served as a member of the board of governors. Mr. Gregg also serves as a trustee, member of the audit committee and chairman of the development committee at the Stimson Center. Mr. Gregg previously served as a member of the academic affairs committee and the dean’s executive council of the D’Amore School of Business at Northeastern University until 2015.

Mr. Gregg has over 25 years of experience within the insurance industry, with expertise in the U.S. property and casualty market. Mr. Gregg also has relevant entrepreneurial experience in running insurance companies through his various positions held at Liberty Mutual Group. Given his extensive operational background, Mr. Gregg also serves as a member of the Audit, Compensation and Risk Committees.

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

Ms. Hutter is a qualified actuary with over 35 years of experience within the re/insurance industry. Ms. Hutter is a recognized industry leader with relevant experience both in the United States and internationally. Ms. Hutter has particular insurance experience at Lloyd’s as she served as Project Director for the Equitas Project at Lloyd’s from 1993 to 1995, and having previously served on the board of Talbot Underwriting Ltd. (corporate member and managing agent of Lloyd’s syndicate) from 2002 to 2007. As a result of her experience, Ms. Hutter provides the Board with insight on numerous matters relevant to insurance practice. Ms. Hutter also serves as Chair of the Risk Committee and as a member of the Audit and Corporate Governance and Nominating Committees.

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

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

~~Mr. Ireland has over 35 years of experience within the financial services sector having worked at PricewaterhouseCoopers. As a result of his audit-led exposure to the London Market and general~~efficient insurance and reinsurance ~~markets throughout his career, Mr. Ireland provides strong insurance audit skills~~company, while mitigating risk and ~~technical accountancy expertise to our Board. As~~operating within a ~~result, he serves as Chair~~complex regulatory environment.

The following tables provide information about each of the ~~Audit Committee, on which he is also a designated financial expert,~~directors’ principal occupation and ~~as a member of~~business experience, and highlights his or her particular skills, qualifications and experience that support the ~~Risk Committee.~~

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

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

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

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

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

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

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



		Position, Principal Occupation, Business Experience and Directorships
		• Chairman, Old Mutual Wealth — 2016 to present • Chairman, Aldermore Group PLC and Aldermore Group Bank PLC — 2014 to 2017 • Senior Independent Director and Chairman of the Investment Committee, Direct Line Insurance Group — 2012 to 2015 • Director, UK Insurance Limited — 2012 to 2015 • Non-Executive Director and Chairman, Aspen U.K. — 2006 to 2014 • Chairman, Towry Holdings — 2006 to 2012 • Chairman, BT Pension Scheme Management — 2010 to 2011 • Chairman, Hermes Fund Managers — 2008 to 2011 • Chief Executive Officer, Thames River Capital LLP — 2005 to 2006 • Chief Executive Officer, Gartmore Investment Management — 2000 to 2004 • Chief Executive Officer, Coutts NatWest Group and Coutts Group — 1997 to 2000 • General Manager, Global Private Banking, Standard Chartered — 1991 to 1997 • Consulting Partner, Coopers & Lybrand/Deloitte Haskins & Sells Management Consultants — 1981 to 1990
Glyn Jones		Skills and Qualifications
Age: 65		Mr. Jones has over 30 years of experience within the financial services sector. He is the former chief executive officer of a number of large, regulated, international financial services groups and has served as chairman of the board in a number of other financial services companies. As a result, Mr. Jones provides the Board leadership for a complex, global and regulated financial services business such as ours and is also a member of the Investment Committee.
Chair of the Board
since May 2, 2007
Director of Aspen
since October 30, 2006
Other Directorships
Old Mutual Wealth



		Position, Principal Occupation, Business Experience and Directorships
		• Group Chief Executive Officer, Aspen Insurance Holdings Limited — 2002 to present • Director, Blue Marble Micro Insurance — 2016 to present • Director, Aspen U.K. — 2002 to 2014 • Chief Executive Officer of Aspen U.K. — 2002 to 2010 • Chairman, Aspen Bermuda Limited — 2002 to 2006 • Director, Chief Underwriting Officer, Lloyd’s Syndicate 2020 — 2000 to 2002 • Underwriting Partner, Lloyd’s Syndicate 2020 — 1998 to 2000 • Deputy Underwriter, Syndicate 51 — 1993 to 1998
Christopher O’Kane		Skills and Qualifications
Age: 63		Mr. O’Kane has extensive experience in the specialty re/insurance industry and is both a co-founder of our Company’s business and its founding Chief Executive Officer. Mr. O’Kane brings his market experience and industry knowledge to Board discussions and is also directly accountable to the Board for the day-to-day management of the Company and the implementation of its business strategy.
Group Chief Executive Officer and Director
since June 21, 2002
Other Directorships
Blue Marble Micro Insurance

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

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

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



		Position, Principal Occupation, Business Experience and Directorships
		• Vice Chair, United Educators Insurance Company — 2009 to 2013; Board Member — 2006 to present • Director, Aspen Bermuda Limited — 2014 to present • Trustee Emeritus, Actuarial Foundation — 2009 to present; Board Member — 2006 to 2009 • Michael J. Kevany/XL Professor of Insurance and Actuarial Science at St John’s University, School of Risk Management — 2006 to present • Board Member, American Academy of Actuaries — 2013 to 2016 • Chair, Actuarial Standards Board — 2010 to 2011; Board Member — 2007 to 2012 • Senior Executive, American Re-Insurance Corporation (Munich Re America) — 1992 to 2006 • Senior Executive, Skandia America Reinsurance Corporation — 1989 to 1992 • President and Board member, Casualty Actuarial Society — 1995
Albert Beer		Skills and Qualifications
Age: 67		Mr. Beer has over 30 years of actuarial and management experience in the insurance industry. Mr. Beer’s roles at American Re-Insurance Corporation included the active supervision of principal financial and accounting officers. In addition, Mr. Beer has extensive experience in reserving matters, which constitute the principal subjective assessments within the Company’s accounts. As a result, Mr. Beer serves as a designated financial expert on the Company’s Audit Committee and is a member of the Risk Committee.
Director of Aspen
since February 4, 2011
Other Directorships
Aspen Bermuda Limited, American Academy of Actuaries, United Educators Insurance Company



		Position, Principal Occupation, Business Experience and Directorships
		• Director, Fidentia Fortuna Holdings Limited — 2018 to present • Director, Aspen Capital Markets — 2017 to present • Managing Partner, Gallatin Point Capital LLC — 2017 to present • Advisor, BlackRock Inc.’s alternative investment unit — 2017 to present • Director, Northeast Bancorp — 2010 to present • Director, PennyMac Financial Services Inc. — 2008 to present • Director, Alignment Artist Capital LLC — 2015 to 2017 • Director, Alliance Partners LLC — 2011 to 2017 • Head, BlackRock Alternative Investors, BlackRock Inc. — 2010 to 2017 • Co-Head and Chief Investment Officer, BlackRock Inc.’s alternative investment unit — 2010 to 2017 • Managing Director and Global Operating Committee Member, Blackrock Inc. — 2010 to 2017 • Director, PennyMac Mortgage Investment Trust — 2009 to 2013 • Director, Corelogic, Inc. (and predecessor, First American Corporation) — 2009 to 2011 • Director, Cyrus Holdings Ltd — 2005 to 2009 • Non-Executive Director, Aspen — 2002 to 2003 and 2007 to 2011
Matthew Botein		Skills and Qualifications
Age: 44		Mr. Botein has approximately 20 years of experience in the financial services industry, primarily managing portfolio investments in the banking, insurance, asset management, capital markets and financial processing sectors. As a result of his extensive financial services and investment management experience, Mr. Botein also serves as Chair of the Investment Committee.
Director of Aspen
since February 7, 2017
Other Directorships
Fidentia Fortuna Holdings Limited, PennyMac Financial Services Inc., Northeast Bancorp, Aspen Capital Markets



		Position, Principal Occupation, Business Experience and Directorships
		• Chairman, Guidewire Software, Inc. — 2015 to 2016; Director — 2012 to 2016 • Director, Cunningham Lindsey, Inc. — 2014 to 2016 • Co-Chief Executive Officer, Aspen Insurance business segment — 2010 to 2011 • Director, Alliant Insurance Holdings — 2007 to 2012 • Advisor, Blackstone — 2006 to 2010 • Managing Director, Century Capital — 2006 • President and Chief Executive Officer, OneBeacon Insurance Company — 2003 to 2005; Managing Director — 2001 to 2005 • President, National Union Insurance Company, a subsidiary of AIG, Inc. — 1998 to 2000 • Chief Underwriting Officer, Executive Vice President, Managing Director of Overseas Operations, Chubb Insurance Group — 1979 to 1998
John Cavoores		Skills and Qualifications
Age: 60		Mr. Cavoores has over 30 years of experience within the insurance industry having, among other positions, formerly served as President and Chief Executive Officer of OneBeacon Insurance Company. As a result, Mr. Cavoores provides the Board with broad ranging business experience, with particular focus on insurance matters and strategies within the United States, and is a member of the Risk and Corporate Governance and Nominating Committees.
Director of Aspen
since October 30, 2006 (Non-Executive Director since January 1, 2012)
Other Directorships
None



		Position, Principal Occupation, Business Experience and Directorships
		• Member of the Executive Committee, Nominating Committee and Chair of the Finance Committee, Board of Trustees Museum of Science in Boston, Massachusetts — 2015 to present; Overseer and member of the Audit Committee — 2006 to 2014 • Trustee, Member of the Audit Committee and Chairman of the Development Committee, Stimson Center, Washington DC — 2012 to present • Ortelius Ventures LLC — 2013 to 2015 • Academic Affairs Committee and Dean’s Executive Council, D’Amore School of Business, Northeastern University — 2003 to 2015 • Private Consultant — 2011 to 2013 • President of Liberty Mutual Agency Corporation — 2005 to 2011 • President of Commercial Markets, Liberty Mutual — 1999 to 2005; Senior Executive — 1989 to 1999 • Partner, KPMG — 1988 to 1989; Executive — 1979 to 1988
Gary Gregg		Skills and Qualifications
Age: 62		Mr. Gregg has over 30 years of experience within the insurance industry, with expertise in the U.S. property and casualty market. Mr. Gregg also has relevant entrepreneurial experience in running insurance companies through his various positions held at Liberty Mutual Group, which included overseeing multiple business acquisitions and subsequent integrations; directing overall IT strategy for his business units, with annual budgets typically in the range of $400 million, including major claims, underwriting and CRM system implementations; and experience managing multiple insurance distribution channels including large national brokerage, the U.S. independent agency system and direct selling. Given his extensive operational background, Mr. Gregg also serves as Chair of the Risk Committee and is a member of the Audit and Compensation Committees.
Director of Aspen
since April 24, 2013
Other Directorships
Museum of Science, Boston; Stimson Center, Washington DC



		Position, Principal Occupation, Business Experience and Directorships
		• Director, SBLI USA Life Insurance Company, Inc. — 2014 to present • Director, Prosperity Life Insurance Group, LLC — 2013 to present; Audit Committee Chair — 2016 to present • Director, Shenandoah Life Insurance Company — 2012 to present; Audit Committee Chair — 2012 to 2015 • Director and Chair, Aspen Managing Agency Limited (“AMAL”) — 2008 to present • Manager, Black Diamond Capital Partners — 2005 to present • Chief Executive Officer, Black Diamond Group, LLC — 2001 to present • Non-Executive Director, Aspen Insurance U.K. Ltd. — 2002 to 2016 • Director and Audit Committee Chair, AmeriLife Group LLC, DE, US — 2007 to 2015 • Director, Smart Insurance Company — 2010 to 2013 • Director, Talbot Underwriting — 2002 to 2007 • Chief Executive Officer, Swiss Re America — 1996 to 1999 • Executive Board Member, Swiss Re Zurich — 1996 to 1999 • Project Director, Equitas Project — 1993 to 1995 • Executive, Swiss Re, NY — 1979 to 1993
Heidi Hutter		Skills and Qualifications
Age: 60		Ms. Hutter has over 35 years of management and actuarial experience within the re/insurance industry. Ms. Hutter is a recognized industry leader with relevant experience both in the United States and internationally. Ms. Hutter has particular insurance experience at Lloyd’s where she served as Project Director for the Equitas Project from 1993 to 1995, and having previously served on the board of Talbot Underwriting Ltd. (corporate member and managing agent of Lloyd’s syndicate) from 2002 to 2007. As a result of her experience, Ms. Hutter provides the Board with insight on numerous matters relevant to insurance practice. Ms. Hutter also serves as Chair of the Corporate Governance and Nominating Committee and as a member of the Audit and Risk Committees.
Lead Independent Director
since October 29, 2014
Director of Aspen
since June 21, 2002
Other Directorships
SIBLI USA Life Insurance Company, Inc.; Prosperity Life Insurance Company Group, LLC; Shenandoah Life Insurance Company; AMAL



		Position, Principal Occupation, Business Experience and Directorships
		• Director, Iccaria Insurance ICC Ltd — 2015 to present • Director, Yorkshire Building Society Group — 2015 to present • Director, L&F Holdings Limited — 2010 to 2015 • CEO, L&F Indemnity Limited — 2010 to 2015 • Director, Lifeguard Insurance (Dublin) Limited — 2010 to 2015 • Director, Catamount Indemnity Limited — 2010 to 2015 • Director, Professional Asset Indemnity Limited — 2010 to 2015 • Director, Global Insurance Company Limited — 2011 to 2014 • U.K.Firms’ Supervisory Board, Chairman of the Senior Management Remuneration Committee, Deputy Chairman of the Supervisory Board,Chairman of the PricewaterhouseCoopers LLP (“PwC”) partner admissions panel, Chairman of the Global International Insurance Accounting Group, PwC’s representative on The Institute of Chartered Accountants in England and Wales (“ICAEW”) Accounting sub-Committee,PwC — 1974 to 2010 • ICAEW representative on the Federation des Experts Comptables European equivalent committee — For a period of time as Partner at PwC • Member of the European Financial Reporting Advisory Group Financial Instruments Working Group — For a period of time as Partner at PwC
Gordon Ireland		Skills and Qualifications
Age: 64		Mr. Ireland has over 35 years of experience within the financial services sector having worked at PwC. As a result of his audit-led exposure to the London Market and general insurance and reinsurance markets throughout his career, Mr. Ireland provides strong insurance audit skills and technical accountancy expertise to our Board. As a result, he serves as Chair of the Audit Committee, on which he is also a designated financial expert, and as a member of the Risk Committee.
Director of Aspen
since February 7, 2013
Other Directorships
Iccaria Insurance ICC Ltd, Yorkshire Building Society Group



		Position, Principal Occupation, Business Experience and Directorships
		• Non-Executive Director and member of the Audit Committee, AMAL — 2016 to present • Non-Executive Director and member of the Risk Committee, Aspen U.K. — 2015 to present • Director, Würzburger Versicherungs-AG — 2004 to present • Vice Chairman, Axis Reinsurance — 2013 to 2014 • President & CEO, Axis Re Europe — 2003 to 2012 • GE Frankona Reinsurance Company — 1980 to 2003
Karl Mayr		Skills and Qualifications
Age: 67		Mr. Mayr has over 30 years of experience in the reinsurance sector, primarily in Europe, across a number of product lines in both an underwriting capacity and in senior management roles. As a result of his global expertise and senior leadership experience, Mr. Mayr also serves as a member of the Audit, Risk and Compensation Committees.
Director of Aspen
since December 2, 2015
Other Directorships
Aspen U.K., AMAL, Würzburger Versicherungs-AG



		Position, Principal Occupation, Business Experience and Directorships
		• Board member, Oak Point Holdco, LLC — 2017 to present • Board member, CHM Holdings LLC — 2015 to present • Manager, HRS 1776 Partners — 2014 to present • Board member, YRF Darca charity — 2010 to present • Managing Director and Co-Founder, Elevation Partners — 2004 to present • Board member, Jericho Athletic Association charity — 2012 to 2017 • Board member, Forbes Media LLC — 2009 to 2014 • Executive, The Blackstone Group — 1989 to 2004; Senior MD — 2000 to 2004
Bret Pearlman		Skills and Qualifications
Age: 51		Mr. Pearlman has over 25 years of experience within private equity, including as a partner and co-founder, providing a strong understanding of performance management, business models, corporate finance and capital management. His current role as Managing Director at Elevation Partners provides significant experience of the digital world and technology. As a result of his financial and investment management experience, Mr. Pearlman also serves as a member of the Compensation, Corporate Governance and Nominating and Investment Committees.
Director of Aspen
since July 24, 2013
Other Directorships
Oak Point Holdco, LLC, CHM Holdings LLC, YRF Darca charity



		Position, Principal Occupation, Business Experience and Directorships
		• Board member, The American Council of Life Insurers — 2016 to present • Member of the Business Higher Education Forum — 2016 to present • Executive Vice President and Chief Executive Officer, TIAA Institutional Financial Services —2015 to present • Chief Operating Officer, TIAA Institutional Financial Services — 2012 to 2015 • Director, Pathways to College — 2006 to present • Charter trustee, Hamilton College — 2004 to present • Chairman of the Board, A Better Chance — 2006 to 2016 • Board member, New York Life Insurance Company — 2011 to 2012 • President and Chief Executive Officer of GE Capital Real Estate, General Electric Corporation — 2007 to 2011 • President and Chief Executive Officer of GE Asset Management — 2006 to 2007 •Chairman, Chief Executive Officer and President of Employers Reinsurance — 2000 to 2006 • A series of Executive roles, General Electric Corporation — 1980 to 2000
Ronald Pressman		Skills and Qualifications
Age: 59		Mr. Pressman has over 30 years of experience within the financial services sector, in particular real estate, asset management and reinsurance, having worked at GE for over 30 years and served as Chief Operating Officer of TIAA until his appointment as Executive Vice President and Chief Executive Officer of TIAA Institutional Financial Services in September 2015. With his varied experience across such sectors and having held senior positions, Mr. Pressman provides further insight on a wide-range of matters including operations, insurance industry and investment management expertise. As a result of his experience, Mr. Pressman also serves as Chair of the Compensation Committee and as a member of the Investment Committee.
Director of Aspen
since November 17, 2011
Other Directorships
The American Council of Life Insurers, Pathways to College, Hamilton College



Director Independence ~~Under~~The Board has adopted director independence standards to assist it in making determinations as to whether directors have any material relationships with the ~~NYSE Corporate Governance Standards applicable to U.S. domestic issuers, a majority~~Company for purposes of determining such directors’ independence under the listing standards of the ~~Board~~New York Stock Exchange and ~~each member~~Rule 10A-3 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). These director independence standards are available on the Company’s website at http://investor.aspen.co/govdocs. Following a review of the ~~Audit, Compensation~~directors’ current and ~~Corporate Governance~~recent business relationships as outlined above under “— Board of Directors of the Company” and ~~Nominating Committees must be independent. The Board may determine a~~in accordance with the Company’s director ~~to be independent if the director has no disqualifying relationship as enumerated in the NYSE Corporate Governance Standards and if~~independence standards, the Board ~~has affirmatively~~ determined that the director has no direct or indirect material relationship with the Company. Independence determinations are made on an annual basis at the time the Board approves director nominees for inclusion in the annual proxy statement and on an ad hoc basis when a director joins the Board between annual general meetings. The Board reviews various transactions, relationships and arrangements of individual directors in determining whether they are independent. The Board considered Mr. Ahamed’s position as (i) advisor to the Rock Creek Group, (ii) director of Rohatyn Group and related series of funds, (iii) member of the Board of Trustees of Putnam Funds, (iv) member of the Board of Trustees of the Brookings Institution and (v) his various roles with non-profit organizations. With respect to Mr.Messrs. Beer, the Board considered his position as (i) director of United Educators Insurance Company, (ii) professor at St. John’s University School of Risk Management, (iii) member of the Board of the American Academy of Actuaries and (iv) trustee emeritus for the Actuarial Foundation. With respect to Mr. Bucknall, the Board considered his position as (i) chairman, and member of the audit and risk committees, of Tokio Marine Kiln Insurance Limited (formerly Tokio Marine Europe Insurance Limited), (ii) non-executive chairman of FIM Services Limited, (iii) non-executive chairman, and audit committee member, of the XIS Group (Ins-Sure Holdings Limited, Ins-Sure Services Limited, London Processing Centre Ltd and LSPO Limited) and (iv) a fellow of the Chartered Insurance Institute. The Board considered Mr. Cavoores’ position as chairman of Guidewire Software, Inc. and as a director of Cunningham Lindsey Inc. With respect to Mr. Gregg, the Board considered his various roles with non-profit organizations. With respect to Ms. Hutter, the Board considered her positions as (i) non-executive director, and audit committee chair, of AmeriLife Group LLC, (ii) non-executive director, and audit committee chair, of Shenandoah Life Insurance Company, (iii) chief executive officer of Black Diamond Group LLC, (iv) manager of Black Diamond Capital Partners, (v) director of Prosperity Life Insurance Group, LLC, (vi) director of SBLI USA Life Insurance Company, Inc. and (vii) member of the Board of Overseers for St. John’s University. With respect to Mr. Ireland, the Board considered his position as (i) director of Iccaria Insurance ICC Ltd and (ii) director of Yorkshire Building Society Group. With respect to Mr. Mayr, the Board considered his position as director of Würzburger Versicherungs - AG. With respect to Mr. O’Flinn, the Board considered his various roles with non-profit organizations. With respect to Mr. Pearlman, the Board considered his position as (i) managing director of Elevation Partners, (ii) manager of HRS 1776 Partners, (iii) director of CHM Holdings LLC and (iv) his various roles with non-profit organizations. With respect to Mr. Pressman, the Board considered his role as executive vice president and chief executive officer of TIAA Institutional Financial Services and his various roles with non-profit organizations. ~~The Board made the determination that Messrs. Ahamed, Beer, Bucknall,~~Botein, Cavoores, Gregg, Ireland, Mayr, ~~O’Flinn,~~ Pearlman and Pressman and Ms. Hutter are independent directors.
	82% of our Board Members are Independent

Committees of the Board of Directors

The following are standing committees of the Board as of March 1, 2018:



Audit Committee			Roles and ~~have no material relationships with the Company.~~ As stated above, the NYSE Corporate Governance Standards require that all members of the Audit, Compensation and Corporate Governance and Nominating Committees must be independent. The Board determined that, and as of the date of this Proxy Statement, the Company’s Audit, Compensation and Corporate Governance and Nominating Committees are comprised entirely of independent directors in accordance with the NYSE Corporate Governance Standards. ~~Committees of the Board of Directors~~ Responsibilities

Members:			~~As of February 15, 2016, we had the following committees of the Board:~~ ~~Audit Committee:~~• ~~Messrs. Ireland, Beer, Bucknall, Gregg, O’Flinn and Ms. Hutter.~~ The Audit Committee has general responsibility for the oversight and supervision of our accounting, reporting and financial control practices. Among other things, the Audit Committee annually reviews the qualifications of the independent auditors, makes recommendations to the Board as to their 10 selection and reviews the plan, fees and results of their audit. ~~Mr. Ireland is the Chairman of the Audit Committee.~~ • The Board determined that Messrs. Beer and Ireland each qualify as an “audit committee financial expert” pursuant to the rules and regulations of the ~~U.S. Securities and Exchange Commission (“SEC”).~~SEC. • The Audit Committee held four meetings ~~during 2015.~~in 2017.

Albert Beer Gary Gregg Heidi Hutter Gordon Ireland (Chair) Karl Mayr



Compensation ~~Committee:~~Committee			Roles and Responsibilities

Members:			• ~~Messrs. Gregg, Pearlman and Pressman.~~ The Compensation Committee oversees our compensation and benefit policies and programs, including administration of our annual bonus pool funding and long-term incentive plans. ~~Among other things, the~~ • The Compensation Committee determines the compensation of the Chief Executive Officer, executive ~~directors~~officers and key employees. ~~Mr. Pressman is the Chairman of the Compensation Committee.~~ • The Compensation Committee held ~~five~~four meetings during ~~2015.~~2017.

Gary Gregg Karl Mayr Bret Pearlman Ronald Pressman (Chair)



Investment ~~Committee:~~Committee			Roles and Responsibilities

Members:			• ~~Messrs. Ahamed, Jones, Pearlman and Pressman.~~ The Investment Committee is an advisory committee to the Board which, among other things, formulates our investment policy and oversees all of our significant investing activities. ~~Mr. Ahamed is the Chairman of the Investment Committee.~~ • The Investment Committee held four meetings during ~~2015.~~2017.

Matthew Botein (Chair) Glyn Jones Bret Pearlman Ronald Pressman



Corporate Governance and Nominating ~~Committee:~~Committee			Roles and Responsibilities

Members:			• ~~Messrs. O’ Flinn and Bucknall and Ms. Hutter.~~ The Corporate Governance and Nominating Committee establishes, among other things, the Board’s criteria for selecting new directors and oversees the evaluation of the Board. ~~Mr. O’Flinn is the Chairman of the Corporate Governance and Nominating Committee.~~ • The Corporate Governance and Nominating Committee held four meetings during ~~2015.~~2017.
John Cavoores Heidi Hutter (Chair) Bret Pearlman



Risk ~~Committee:~~Committee			Roles and Responsibilities

Members:			• ~~Ms. Hutter, Messrs. Ahamed, Beer, Bucknall, Cavoores, Gregg, Ireland and Mayr.~~ Among other things, the Risk Committee is responsible for establishing our risk management strategy, approving our risk management framework, methodologies and policies, and reviewing our approach for determining and measuring our risk tolerances. • The Risk Committee held four meetings during 2017.

Albert Beer John Cavoores Gary Gregg (Chair) Heidi Hutter Gordon Ireland Karl Mayr

The Board may, from time to time, implement ad hoc committees for specific purposes. The Board had the following ad hoc Committee as of March 1, 2018:



Aspen 2.0 Committee			Roles and Responsibilities

Members:			• The Aspen 2.0 Committee was formed in 2017 to review and oversee the development of the Company’s Effectiveness and Efficiency Program and to guide management in its consideration of strategic options and proposals. • The Aspen 2.0 Committee held two meetings during 2017.

John Cavoores Gary Gregg Glyn Jones (Chair) Christopher O’Kane Bret Pearlman Ronald Pressman

Code of Conduct, Corporate Governance Guidelines and Committee Charters

We have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) and Corporate Governance Guidelines (the “Governance Guidelines”) that apply to all of our employees, officers and directors. The Code of Conduct and Governance Guidelines outline the policies, principles, rules, regulations and law that govern the activities of the Company and its employees, officers and directors and establish guidelines for professional conduct in the workplace. Any waiver of a provision of the Code of Conduct for our directors and executive officers may be made only by the Audit Committee. We have posted the Code of Conduct and the Governance Guidelines on our website at www.aspen.co. We will disclose on our website any amendment to the Code of Conduct, as well as any waivers of the Code of Conduct, that are required to be disclosed under the SEC or NYSE rules.

The charters for each of the Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee, Investment Committee and Risk Committee are also posted on our website at http://investor.aspen.co/govdocs. Shareholders may request printed copies of the Code of Conduct, the Governance Guidelines and the committee charters at no charge by writing to the Company Secretary, Aspen Insurance Holdings Limited, 141 Front Street, Hamilton HM19, Bermuda, by e-mail to secretary@aspen.co or by fax to +1 (441) 295-1829.

Board Leadership Structure

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

The Company believes that, under the scope of his role as Chair of the Board, Mr. Jones is more involved in the management of the Company than an independent director would be under U.S. practice and rules. The more specific Chair duties identified in

Mr. Jones’ appointment letter result in greater time allocated for the operations of the Company than the other non-executive directors. As a result, the Board has determined that Mr. Jones is not independent.

Since October 2014, Ms. Hutter has served as Lead Independent Director in order to provide further balance to the leadership of non-executive directors. Under the scope of her role as the Company’s Lead Independent Director, Ms. Hutter has the following additional responsibilities:

•coordinate and moderate executive sessions of the Board’s independent directors;

•work closely with the Chair of the Board and provide support to the Board’s operations and governance processes;

•act as the principal liaison between the independent directors and the Chair of the Board and the Group Chief Executive Officer;

monitor, in conjunction with the Chair of the Board, the process by which Board agendas are set to ensure the quality, quantity and timeliness of the flow of information from management that is necessary for the independent directors to perform their duties effectively and responsibly;

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

perform such other duties as the Board may from time to time delegate to the Lead Independent Director to assist the Board in the fulfillment of its responsibilities.

Attendance at Meetings by Directors

The Board conducts its business through its meetings and meetings of the committees. Each director is expected to attend each regularly scheduled meeting of the Board, the constituent committees on which that director serves and our annual general meeting of shareholders. The Board held seven formal meetings in 2017. All of the directors attended the 2017 annual general meeting of shareholders and at least 75% of the meetings of the Board and meetings of the committees on which they serve.

Non-Executive Directors

The Board has adopted a policy of regularly scheduled executive sessions where non-executive directors meet independently of management. The non-executive directors include all independent directors and Mr. Jones, our Chair of the Board. The non-executive directors held four executive sessions during 2017. Mr. Jones presided at each executive session. Independent directors likewise held one executive session during 2017 consisting solely of independent directors which was presided by Ms. Hutter, the Company’s Lead Independent Director.

Shareholders and other interested parties may communicate any queries or concerns to the non-executive directors by sending written communications by mail to Mr. Jones, c/o Company Secretary, Aspen Insurance Holdings Limited, 141 Front Street, Hamilton HM19, Bermuda, by e-mail to secretary@aspen.co or by fax to +1 (441) 295-1829. The Company Secretary will review and forward correspondence to the appropriate director(s).

2017 Non-Executive Director Compensation

The table below summarizes the compensation paid by the Company to non-executive directors for the year ended December 31, 2017:



Name	Fees Earned or Paid in Cash ⁽¹⁾($)	Share Awards⁽²⁾ ($)	Total ($)
Liaquat Ahamed ⁽³⁾	30,137	18,567	48,704
Albert Beer ⁽⁴⁾	136,986	111,550	248,536
Matthew Botein ⁽⁵⁾	117,603	111,550	229,153
John Cavoores ⁽⁶⁾	105,000	111,550	216,550
Gary Gregg ⁽⁷⁾	143,438	111,550	254,988
Heidi Hutter ⁽⁸⁾	185,177	111,550	296,727
Gordon Ireland ⁽⁹⁾	162,596	111,550	274,146
Glyn Jones (Chair) ⁽¹⁰⁾	260,320	446,201	706,521
Karl Mayr ⁽¹¹⁾	190,278	111,550	301,828
Bret Pearlman ⁽¹²⁾	85,000	111,550	196,550
Ronald Pressman ⁽¹³⁾	108,959	111,550	220,509

__________

(1)

For directors who wish to be paid for their services to the Company in British Pounds rather than U.S. Dollars, such as Mr. Ireland, such compensation for 2017 was converted into British Pounds at the prevailing rate of exchange between the British Pound and the U.S. Dollar at the time of payment. For fees denominated and paid to directors in British Pounds (such as Mr. Jones for his services as Chair of the Board, Ms. Hutter for her services to AMAL, Mr. Mayr for his services to Aspen U.K. and AMAL and Mr. Ireland for his services to Aspen U.K.), an exchange rate of $1.3016 to £1 was used for reporting purposes, which is the average rate of exchange for 2017.


(2)	Consists of restricted share units. Valuation is based on the grant date fair value of the awards calculated in accordance with FASB ASC Topic 718, without regard to forfeitures related to service-based vesting conditions, which was $50.18 for the restricted share units granted on February 10, 2017.

(3)

Mr. Ahamed did not stand for re-election at the 2017 annual general meeting of shareholders of the Company held on April 26, 2017 and therefore ceased being a director effective April 26, 2017. Represents (i) $15,890 Board fee which represents a pro-rated fee for partial-year service through April 26, 2017, (ii) $10,000 attendance fee and (iii) $4,247 for serving as Chair of the Investment Committee, which represents a pro-rated fee for partial-year service through April 26, 2017. In respect of the 2,223 restricted share units granted on February 10, 2017, Mr. Ahamed forfeited 1,853 shares, with 370 vesting on his departure from the Company.

(4)

Represents (i) $50,000 annual Board fee, (ii) $30,000 attendance fee, (iii) $10,000 for serving as a member of the Audit Committee, (iv) $30,000 for serving on the board of directors of Aspen Bermuda, (vi) $10,000 for serving as chair of the audit committee of Aspen Bermuda in 2017 and (v) $6,986 for serving as chair of the audit committee of Aspen Bermuda, which represents a pro-rated fee for partial-year service from April 21, 2016 and which was paid to Mr. Beer in the first quarter of 2017. In respect of the 2,223 restricted share units granted on February 10, 2017, Mr. Beer held 371 unvested restricted share units as at December 31, 2017, which vested and settled on February 10, 2018.

(5)

Represents (i) $44,932 annual Board fee, which represents a pro-rated fee for partial-year service following Mr. Botein’s appointment on February 7, 2017, (ii) $35,000 attendance fee, (iii) $10,274 for serving as Chair of the Investment Committee, which represents a pro-rated fee for partial-year service from April 26, 2017 and (iv) $27,397 for serving as a member of the Aspen Capital Markets Board of Directors, which represents a pro-rated fee for partial-year service from April 26, 2017. In respect of the 2,223 restricted share units granted on February 10, 2017, Mr. Botein held 371 unvested restricted share units as at December 31, 2017, which vested and settled on February 10, 2018.

(6)

Represents (i) $50,000 annual Board fee, (ii) $35,000 attendance fee and (iii) $20,000 attendance fee for serving on the Global Insurance Board, an advisory board to Aspen Insurance’s operations. In respect of the 2,223 restricted share units granted on February 10, 2017, Mr. Cavoores held 371 unvested restricted share units as at December 31, 2017, which vested and settled on February 10, 2018.

(7)

Represents (i) $50,000 annual Board fee, (ii) $35,000 attendance fee, (iii) $10,000 for serving as a member of the Audit Committee (iv) $28,438 for serving as the Chair of the Risk ~~Committee. The Risk~~ Committee, which accounts for an increase in fees on February 8, 2017 and (v) $20,000 attendance fee for serving on the Global Insurance Board, an advisory board to Aspen Insurance’s operations. In respect of the 2,223 restricted share units granted on February 10, 2017, Mr. Gregg held ~~five meetings during 2015.~~

~~In addition, the Board may, from time to time, implement ad hoc committees for specific purposes. No ad hoc committees were established or held during 2015.~~

~~Compensation Committee Interlocks and Insider Participation~~

~~During the year ended~~371 unvested restricted share units as at December 31, ~~2015, no member of the Compensation Committee served as an officer or employee of the Company or any of its subsidiaries~~2017, which vested and ~~none of our executive officers served~~settled February 10, 2018.

(8)

Represents (i) $50,000 annual Board fee, (ii) $35,000 attendance fee, (iii) $10,000 for serving as a member of the ~~Compensation~~Audit Committee, or(iv) $14,479 for serving as ~~a director of another entity, one of whose executive officers served on our Compensation Committee or as one of our directors.~~

~~Leadership Structure~~

~~We have separate Chief Executive Officer and Chairman positions in~~ the ~~Company. The Chief Executive Officer is responsible for the day-to-day management~~Chair of the ~~Company. The Chairman, who is not~~Corporate Governance and Nominating Committee, which accounts for an ~~employee of the Company or part of the Company’s management, provides the appropriate leadership role~~increase in fees on February 8, 2017, (v) $15,000 for the Board and is able to effectively facilitate the contribution of non-executive directors and constructive interaction between management (including executive directors) and the non-executive directors in assessing the Company’s performance, strategies and means of achieving them. As part of his leadership role, the Chairman is responsible for the Board’s effectiveness and sets the Board’s agenda in conjunction with the Chief Executive Officer.

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

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

•~~coordinating and moderating executive sessions~~ of the ~~Board’s independent~~Board, (vi) £36,633 ($47,682) annual fee for serving on the board of directors ~~not less than once annually;~~

•~~working closely with the Chairman~~of AMAL, which accounts for an increase in fees on March 9, 2017 and ~~providing support in relation to the Board’s operations and governance processes;~~

•~~acting~~(vii) £10,000 ($13,016) for serving as ~~the principal liaison between the independent directors and the Chairman and the Chief Executive Officer;~~

~~monitoring, in conjunction with the Chairman, the process by which Board agendas are set to ensure the quality, quantity and timeliness~~Chair of the ~~flow of information from management that is necessary for the independent directors to perform their duties effectively and responsibly;~~

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

~~performing such other duties as the Board may from time to time delegate to the Lead Independent Director to assist the Board in the fulfillment of its responsibilities.~~

~~Role in Risk Oversight~~

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

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

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

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

~~making recommendations to the~~2,223 restricted share units granted on February 10, 2017, Ms. Hutter held 371 unvested restricted share units as at December 31, 2017, which vested and settled on February 10, 2018.

(9)

Represents (i) $50,000 annual Board ~~regarding management’s proposals~~fee, (ii) $35,000 attendance fee, (iii) $30,000 for ~~the risk management framework, risk appetite, key risk limits and the use of our internal model;~~

~~monitoring compliance with the agreed Group risk appetite and key risk limits; and~~

~~oversight~~serving as Chair of the ~~process~~Audit Committee and (iv) £36,567 ($47,596) for serving on the board of ~~stress and scenario testing established by management.~~

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

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

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

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

~~Capital and Risk Principles Committee:~~ ~~The primary purpose of the Capital and Risk Principles Committee is to assist the Group Chief Executive Officer and the Group Chief Risk Officer in their oversight duties in~~March 21, 2017. In respect of the ~~design~~2,223 restricted share units granted on February 10, 2017, Mr. Ireland held 371 unvested restricted share units as at December 31, 2017, which vested and ~~operation~~settled on February 10, 2018.

(10)

Represents Mr. Jones’ annual Chair’s fee of ~~the Group’s risk management systems.~~£200,000 ($260,320). In particular, it has specific responsibilities in relation to the internal model and for the establishment of risk limits for accumulating underwriting exposures and monitoring solvency and liquidity requirements.

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

~~Underwriting Committee:~~ ~~The purpose of this committee is to assist the Group Chief Executive Officer in his oversight duties in~~ respect of the ~~management~~8,892 restricted share units granted on February 10, 2017, Mr. Jones held 1,482 unvested restricted share units as of December 31, 2017, which vested and ~~control of underwriting risk, including oversight of~~settled on February 10, 2018 . During 2017, the ~~independent review of~~Company provided Mr. Jones with access to private medical insurance, for which Mr. Jones paid the ~~quality of each team’s underwriting.~~

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

~~Group Chief Risk Officer.~~ ~~Our Group Chief Risk Officer, Richard Thornton, is~~full cost.

(11)

Represents (i) $50,000 annual Board fee, (ii) $35,000 attendance fee, (iii) $10,000 for serving as a member of the ~~Group Executive Committee. His role includes providing~~Audit Committee, (iv) £36,567 ($47,596) for serving on the board of directors of Aspen U.K., which accounts for an increase in fees on March 21, 2017 and (v) £36,633 ($47,682) for serving on the board of directors of AMAL, which accounts for an increase in fees on March 9, 2017. In respect of the 2,223 restricted share units granted on February 10, 2017, Mr. Mayr held 371 unvested restricted share units as at December 31, 2017, which vested and settled on February 10, 2018.


(12)	Represents (i) $50,000 annual Board fee, and (ii) $35,000 attendance fee. In respect of the ~~Risk Committee with reports~~2,223 restricted share units granted on February 10, 2017, Mr. Pearlman held 371 unvested restricted share units as at December 31, 2017, which vested and ~~advice~~settled on ~~risk management issues.~~ February 10, 2018.

~~Risk Management Strategy~~

~~We operate an integrated enterprise-wide risk management strategy designed to deliver shareholder value in a sustainable~~

(13)

Represents (i) $50,000 annual Board fee, (ii) $35,000 attendance fee and ~~efficient manner while providing a high level of policyholder protection. The execution of our integrated risk management strategy is based on:~~

the establishment and maintenance of a risk management and internal control system based on a three lines of defense approach to the allocation of responsibilities between risk accepting units (first line), risk management activity and oversight from other central control functions (second line) and independent assurance (third line);

~~identifying material risks to the achievement~~(iii) $23,959 for serving as Chair of the ~~Group’s objectives including emerging risks;~~

~~the articulation at Group level of our risk appetite and a consistent set of key risk limits~~Compensation Committee, which accounts for ~~each material component of risk;~~

~~the cascading of key risk limits for material risks to each operating subsidiary and, where appropriate, risk accepting business units;~~

~~measuring, monitoring, managing and reporting risk positions and trends;~~

~~the use, subject to~~ an ~~understanding of its limitations,~~increase in fees on February 8, 2017. In respect of the ~~internal model to test strategic~~2,223 restricted share units granted on February 10, 2017, Mr. Pressman held 371 unvested restricted share units as at December 31, 2017, which vested and ~~tactical business decisions and to assess compliance with the risk appetite statement; and~~

~~stress and scenario testing, including reverse stress testing, designed to help us better understand and develop contingency plans for the likely effects of extreme events or combinations of events~~settled on ~~capital adequacy and liquidity.~~February 10, 2018.

Cash Fees. The compensation of non-executive directors is benchmarked against peer companies and companies included in the FTSE 250 Index, taking into account complexity, time commitment and committee duties. For 2017, the annual director fee was $50,000, plus a fee of $5,000 for each formal Board meeting or a gathering of the Board attended by the director. The Chair of the Board received an annual fee of £200,000 ($260,320) in 2017 and did not receive any attendance fees. Directors who are executive officers of the Company, such as Mr. O’Kane, are not paid additional compensation for serving as directors. The Lead Independent Director receives an annual fee of $30,000, inclusive of all other fees in connection with chairing any Board committees. In addition, non-executive directors that served as Chairs or members of the following Board committees received the following fees in 2017:



Board Committee	Chair Fee	Member Fees

Audit Committee	$30,000	$10,000
Compensation Committee	$25,000	—
Risk Committee	$30,000	—
Corporate Governance and Nominating Committee	$15,000	—
Investment Committee	$15,000	—

As further described in the footnotes under “— 2017 Non-Executive Director Compensation” above, certain of our non-executive directors also received fees for serving on the board of directors of certain of the Company’s subsidiaries.

Equity Awards. On April 21, 2016, shareholders approved the 2016 Stock Incentive Plan for Non-Employee Directors (the “2016 Non-Employee Director Plan”) to aid the Company in recruiting and retaining highly qualified individuals to serve as non-executive directors and to strengthen the common interest between such directors and the Company’s shareholders. The 2016 Non-Employee Director Plan allows the Company to grant options, restricted share units and other share-based incentive awards to non-executive directors of the Company. The total number of ordinary shares that may be issued under the 2016 Non-Employee Director Plan is 263,695.

On February 7, 2018, the Board approved a grant of restricted share units valued at $125,000 and $500,000 to non-executive directors and the Chair of the Board, respectively, calculated based on a share price of $38.76 (i.e., the average closing share price in the first quarter of 2018 up to and including the grant date of February 9, 2018). Subject to the director remaining on the Board, one-twelfth (1/12) of the restricted share units are eligible to vest on each monthly anniversary of the date of grant, with 100% of the restricted share units vesting on the first anniversary of the grant date. If a director leaves the Board for any reason other than “cause” (as defined in the award agreement), the director would receive the shares that had vested up until the date of departure.

Non-Executive Director Share Ownership Guidelines. Non-executive directors and the Chair of the Board are required to own Company ordinary shares equivalent to the market value of four times their respective annual retainers (currently $50,000 per annum for non-executive directors and £200,000 ($260,320) for the Chair of the Board). Directors may not sell Company ordinary shares until they have reached the required holding. Once directors have achieved the required holding they are expected to maintain their required shareholding for the remainder of their service as a director of the Company.

Submission of Shareholder Proposals for 2019

Shareholder proposals for our 2019 annual general meeting of shareholders must be received at our registered office located at 141 Front Street, Hamilton HM19, Bermuda, addressed to the Company Secretary, no later than November 19, 2018, the 120th day before the one-year anniversary of the 2018 proxy statement (i.e., March 19, 2018). If we change the date of the 2019 annual general meeting of shareholders by more than 30 days from the date of the 2018 Annual 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 — Submission of Shareholder Proposals” above must be delivered in proper form to the Company Secretary at our principal executive offices located at 141 Front Street, Hamilton HM19, Bermuda by no earlier than December 27, 2018 and no later than January 26, 2019. Any such notice must include the information required by, and otherwise comply with, the procedures described under “Policy on Shareholder Proposals for Director Candidates and Evaluation of Director Candidates — Submission of Shareholder Proposals” above.

Policy on Shareholder Proposals for Director Nominees

The Board has adopted the following procedures relating to director nominations and shareholder proposals:

Submission of Shareholder Proposals. Shareholder proposals to be included in the Company’s proxy materials will be considered only if received not later than the close of business on the 120th day before the first anniversary of the date of the Company’s proxy statement in connection with the previous year’s annual general meeting of shareholders and if they comply with the requirements of Rule 14a-8 of the Exchange Act. The Company can exclude a shareholder proposal if it has failed one of the eligibility or procedural requirements of Rule 14a-8 of the Exchange Act. 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 directors at the annual general meeting of shareholders must be received by the Company not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual general meeting of shareholders.

Disclosure Requirements. A shareholder who wishes to submit a proposal or a nomination for consideration (a “Notice Shareholder”) should send a written notice by mail, c/o Company Secretary, Aspen Insurance Holdings Limited, 141 Front Street, Hamilton HM19, Bermuda, by e-mail to secretary@aspen.co or by fax to +1 (441) 295-1829 and include the following information:

(1) the Notice Shareholder’s name and address;

(2) a description of: (a) the Notice Shareholder’s beneficial ownership, whether direct or indirect, of (i) common or preferred shares of the Company, (ii) any option, warrant or other security or right convertible into or exercisable or exchangeable for common or preferred shares of the Company and (iii) any derivative instrument or contract, swap, right or other transaction or series of transactions that has the characteristics of a long position, has an exercise, conversion or settlement mechanic at a price or value related to or derived in whole or in part from the price or value of common or preferred shares of the Company or is designed to produce economic benefits and risks that correspond substantially to the ownership of common or preferred shares of the Company (even if such benefits and risks are hedged or otherwise mitigated), (b) any stock borrowing, hedging or other arrangement entered into by the Notice Shareholder that is designed to reduce the economic risk of changes to the price or value of common or preferred shares of the Company or has the characteristics of a short position or otherwise provides an opportunity to profit from any decrease in the price or value of common or preferred shares of the Company, (c) any rights of the Notice Shareholder to dividends on common or preferred shares of the Company that are separate from the underlying shares, (d) any performance-related fees (other than asset-based fees) to which the Notice Shareholder is entitled based on any increase or decrease in the value of common or preferred shares of the Company and (e) any proxy, contract or other understanding or arrangement providing the Notice Shareholder with the right to vote any common or preferred shares of the Company;

(3) the information that would be required to be set forth in a Schedule 13D or an amendment to Schedule 13D by the Notice Shareholder and all information with respect to such person or the applicable nomination or proposal that would be required to be set forth in a Schedule 14A proxy statement; and

(4) a description of any agreements, arrangements or understandings between or among any Notice Shareholders in connection with the nomination or proposal, as applicable.

A Notice Shareholder shall also comply with any applicable requirements of the Exchange Act with respect to the matters covered by the Company’s procedures regarding shareholder proposals and nominations.

Nomination Requirements. In addition, a shareholder’s notice of a nomination must include the following information:

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

(2) the information required by (2) above under “— Disclosure 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;

(4) a description of any compensation and other material agreements, arrangements and understandings during the past three years, and any other material relationships, between or among any Notice Shareholder, on the one hand, and any Nominee, on the other hand, including all information that would be required to be disclosed pursuant to Rule 404 under Regulation S-K if a Notice Shareholder were the “registrant” for purposes of such rule and the Nominee were a director or executive officer of such “registrant”; and

(6) 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).

In addition, the Notice Shareholder shall promptly provide the Company with any other information requested by the Company that is reasonably required to allow the Company to determine the eligibility of a Nominee to serve as a director or that could be material to a shareholder’s understanding of the independence of a Nominee.

Proposal Requirements. In addition, a shareholder’s notice of a proposal must include the following information:

(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).

Updates and Supplements. A shareholder’s notice of a nomination or proposal must be updated and supplemented, as necessary, so that the information provided or required to be provided in such notice is true and correct as of, not only the date of the notice, but also the record date of the general meeting and the date that is ten business days prior to the date of the general meeting or any adjournment or postponement of such general meeting. Any required updates and supplements to the notice must be delivered to the Company Secretary at the principal executive offices of the Company not later than three business days after the record date of the general meeting or not later than three business days after the date that is ten business days prior to the date of the general meeting or any adjournment or postponement of such general meeting, as applicable. In no case will the obligation to update or supplement the notice extend any applicable deadlines or enable a shareholder to amend or update any proposal or nomination or submit any new proposal or nomination (e.g., by changing or adding nominees or proposals or resolutions).

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 of the Board to the extent necessary to fill vacancies on the Board or as otherwise desired by the Board. The Corporate Governance 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 appropriate, taking into account the diversity and other needs of the Board. The Corporate Governance and Nominating Committee periodically reviews the Board’s membership to assure the appropriate balance of skills and characteristics. The Board believes that all directors of the Company should be persons who combine the highest standards of integrity and significant accomplishments in their chose field of endeavor and bring a diversity of experiences, skills and perspectives to the Board as well as knowledge in the areas of insurance, reinsurance, financial services and other aspects 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.

Qualifications for Director Nominees. A nominee recommended for a position on the Board must meet the following minimum qualifications:

have the highest standards of personal 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.

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 and the Company’s director independence standards;

the nominee’s actual or potential conflict of interest, or the appearance of any conflict of interest, in the best interest 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

Shareholders are encouraged to write their thoughts, concerns or suggestions 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-executive directors, by mail, c/o Company Secretary, Aspen Insurance Holdings Limited, 141 Front Street, Hamilton HM19, Bermuda, by e-mail to secretary@aspen.co or by fax to +1 (441) 295-1829. The Company Secretary will review and forward correspondence to the appropriate director(s).

Householding

Unless we have received contrary instructions, we may send a single copy of the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and this 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 2018 Annual 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 fiscal year ended December 31, 2017 with the SEC on February 22, 2018. 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, 590 Madison Avenue, 7th Floor, New York, NY 10022, United States of America.

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

~~Our risk appetite statement comprises the following components:~~

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

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

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

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

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

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

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

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

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

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

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

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

manage the resulting volatility in our earnings and financial condition within the limits defined by our risk appetite. However, these core risks are intrinsically difficult to measure and manage and we may not, therefore, be successful in this respect. All other risks, including regulatory and operational risks, are classified as non-core. We seek, to the extent we regard as reasonably practicable and economically viable, to avoid or minimize our exposure to non-core risks.

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

~~Executive Officers~~Attendance at Meetings by Directors

The ~~table below sets forth certain information concerning our executive officers as of February 15, 2016:~~



~~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~~


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

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

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

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

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

~~Committee. Prior to joining us, Ms. Gibbard worked at Aon in their IT Leadership Executive team having started her career in banking.~~

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

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

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

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

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

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

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

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

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

~~Mario Vitale.~~ Mr. Vitale joined us in March 2011 as President of U.S. Insurance. Mr. Vitale was Co-Chief Executive Officer of Aspen Insurance from January 1, 2012 and assumed the role of Chief Executive Officer of Aspen Insurance in June 2012. Mr. Vitale has also been a memberattend each regularly scheduled meeting of the Board, the constituent committees on which that director serves and our annual general meeting of Directors of Aspen American Insurance Company and Aspen Specialty Insurance Company since April 2011 and as Chairman of both entities since January 2012. Mr. Vitale also serves as a director on various boardsshareholders. The Board held seven formal meetings in 2017. All of the ~~Company’s U.S. subsidiaries. He has 39 years~~directors attended the 2017 annual general meeting of ~~global experience across various industry leadership positions. Prior to joining us, he was~~shareholders and at Zurich Financial Services from September 2006 until March 2011, where he was Chief Executive Officer of Global Corporate, with responsibility for all corporate business globally. He was also a member of Zurich’s Group Management Board. From 2000 to 2006, Mr. Vitale was at Willis Group Holdings, including four years as Chief Executive Officer of Willis North America. Mr. Vitale is a memberleast 75% of the ~~board of trustees of St. John’s University College of Insurance in New York, the board of directors of American Institute for Chartered Property Casualty Underwriters Inc. and a past member~~meetings of the ~~board of Boys Hope Girls Hope of New York City. He is a member~~Board and meetings of the ~~board of the American Insurance Association and was previously~~committees on ~~the board of directors of the Council of Insurance Agents & Brokers. Mr. Vitale is also a founding board member of Blue Marble Microinsurance, a micro insurance consortium launched in 2015.~~which they serve.

~~Non-Management~~Non-Executive Directors

The Board has adopted a policy of regularly scheduled executive sessions where ~~non-management~~non-executive directors meet independently of management. The ~~non-management~~non-executive directors include all ~~our~~ independent directors and Mr. Jones, our ~~Chairman.~~Chair of the Board. The ~~non-management~~non-executive directors held four executive sessions during ~~2015.~~2017. Mr. Jones presided at each executive session. Independent directors likewise held one executive session during 2017 consisting solely of independent directors which was presided by Ms. Hutter, the Company’s Lead Independent Director.

Shareholders and other interested parties may communicate any queries or concerns to the ~~non-management~~non-executive directors by sending written communications by mail to Mr. Jones, c/o Company Secretary, Aspen Insurance Holdings Limited, 141 Front Street, Hamilton HM19, Bermuda, by e-mail to secretary@aspen.co or by fax to 1+1 (441) 295-1829. ~~In 2015, we also held one executive session comprised solely of independent~~The Company Secretary will review and forward correspondence to the appropriate director(s).

2017 Non-Executive Director Compensation

The table below summarizes the compensation paid by the Company to non-executive directors ~~which was presided by~~for the year ended December 31, 2017:



Name	Fees Earned or Paid in Cash ⁽¹⁾($)	Share Awards⁽²⁾ ($)	Total ($)
Liaquat Ahamed ⁽³⁾	30,137	18,567	48,704
Albert Beer ⁽⁴⁾	136,986	111,550	248,536
Matthew Botein ⁽⁵⁾	117,603	111,550	229,153
John Cavoores ⁽⁶⁾	105,000	111,550	216,550
Gary Gregg ⁽⁷⁾	143,438	111,550	254,988
Heidi Hutter ⁽⁸⁾	185,177	111,550	296,727
Gordon Ireland ⁽⁹⁾	162,596	111,550	274,146
Glyn Jones (Chair) ⁽¹⁰⁾	260,320	446,201	706,521
Karl Mayr ⁽¹¹⁾	190,278	111,550	301,828
Bret Pearlman ⁽¹²⁾	85,000	111,550	196,550
Ronald Pressman ⁽¹³⁾	108,959	111,550	220,509

__________

(1)


(2)	Consists of restricted share units. Valuation is based on the grant date fair value of the awards calculated in accordance with FASB ASC Topic 718, without regard to forfeitures related to service-based vesting conditions, which was $50.18 for the restricted share units granted on February 10, 2017.

(3)

(4)

(5)

(6)

(7)

Represents (i) $50,000 annual Board fee, (ii) $35,000 attendance fee, (iii) $10,000 for serving as a member of the Audit Committee (iv) $28,438 for serving as the Chair of the Risk Committee, which accounts for an increase in fees on February 8, 2017 and (v) $20,000 attendance fee for serving on the Global Insurance Board, an advisory board to Aspen Insurance’s operations. In respect of the 2,223 restricted share units granted on February 10, 2017, Mr. Gregg held 371 unvested restricted share units as at December 31, 2017, which vested and settled February 10, 2018.

(8)

Represents (i) $50,000 annual Board fee, (ii) $35,000 attendance fee, (iii) $10,000 for serving as a member of the Audit Committee, (iv) $14,479 for serving as the Chair of the Corporate Governance and Nominating Committee, which accounts for an increase in fees on February 8, 2017, (v) $15,000 for serving as Lead Independent Director of the Board, (vi) £36,633 ($47,682) annual fee for serving on the board of directors of AMAL, which accounts for an increase in fees on March 9, 2017 and (vii) £10,000 ($13,016) for serving as Chair of the Board of Directors of AMAL. In respect of the 2,223 restricted share units granted on February 10, 2017, Ms. Hutter held 371 unvested restricted share units as at December 31, 2017, which vested and settled on February 10, 2018.

(9)

Represents (i) $50,000 annual Board fee, (ii) $35,000 attendance fee, (iii) $30,000 for serving as Chair of the Audit Committee and (iv) £36,567 ($47,596) for serving on the board of directors of Aspen U.K., which accounts for an increase in fees on March 21, 2017. In respect of the 2,223 restricted share units granted on February 10, 2017, Mr. Ireland held 371 unvested restricted share units as at December 31, 2017, which vested and settled on February 10, 2018.


(10)	Represents Mr. Jones’ annual Chair’s fee of £200,000 ($260,320). In respect of the 8,892 restricted share units granted on February 10, 2017, Mr. Jones held 1,482 unvested restricted share units as of December 31, 2017, which vested and settled on February 10, 2018 . During 2017, the Company provided Mr. Jones with access to private medical insurance, for which Mr. Jones paid the full cost.

(11)

Represents (i) $50,000 annual Board fee, (ii) $35,000 attendance fee, (iii) $10,000 for serving as a member of the Audit Committee, (iv) £36,567 ($47,596) for serving on the board of directors of Aspen U.K., which accounts for an increase in fees on March 21, 2017 and (v) £36,633 ($47,682) for serving on the board of directors of AMAL, which accounts for an increase in fees on March 9, 2017. In respect of the 2,223 restricted share units granted on February 10, 2017, Mr. Mayr held 371 unvested restricted share units as at December 31, 2017, which vested and settled on February 10, 2018.


(12)	Represents (i) $50,000 annual Board fee, and (ii) $35,000 attendance fee. In respect of the 2,223 restricted share units granted on February 10, 2017, Mr. Pearlman held 371 unvested restricted share units as at December 31, 2017, which vested and settled on February 10, 2018.

(13)

Represents (i) $50,000 annual Board fee, (ii) $35,000 attendance fee and (iii) $23,959 for serving as Chair of the Compensation Committee, which accounts for an increase in fees on February 8, 2017. In respect of the 2,223 restricted share units granted on February 10, 2017, Mr. Pressman held 371 unvested restricted share units as at December 31, 2017, which vested and settled on February 10, 2018.



Board Committee	Chair Fee	Member Fees

Audit Committee	$30,000	$10,000
Compensation Committee	$25,000	—
Risk Committee	$30,000	—
Corporate Governance and Nominating Committee	$15,000	—
Investment Committee	$15,000	—

Equity Awards. On April 21, 2016, shareholders approved the ~~Lead Independent Director.~~2016 Stock Incentive Plan for Non-Employee Directors (the “2016 Non-Employee Director Plan”) to aid the Company in recruiting and retaining highly qualified individuals to serve as non-executive directors and to strengthen the common interest between such directors and the Company’s shareholders. The 2016 Non-Employee Director Plan allows the Company to grant options, restricted share units and other share-based incentive awards to non-executive directors of the Company. The total number of ordinary shares that may be issued under the 2016 Non-Employee Director Plan is 263,695.