Aspen Insurance Holdings Limited 8K Regulation FD Disclosure | AHL-PE 18 Mar 10

Exhibit 99.1

ASPEN INSURANCE HOLDINGS LIMITED

Notice of 2010 Annual General Meeting of Shareholders
and
Proxy Statement

ASPEN INSURANCE HOLDINGS LIMITED
Maxwell Roberts Building
1 Church Street
Hamilton HM11
Bermuda

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 28, 2010

To our Shareholders:

The annual general meeting of shareholders (the “Shareholders”) of Aspen Insurance Holdings Limited (the “Company” or “Aspen Holdings”) will be held at the offices of the Company, Maxwell Roberts Building, 1 Church Street, Hamilton HM11, Bermuda on April 28, 2010 at 12.00 p.m. Bermuda time (the “Annual General Meeting”) for the following purposes:


	1.	To re-elect Mr. Ian Cormack, Mr. Matthew Botein and Mr. Richard Bucknall and to elect Mr. Peter O’Flinn as Class III directors of the Company;

	2.	To re-appoint KPMG Audit plc, London, England, to act as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010 and to authorize the Board of Directors through the Audit Committee to set the remuneration for the independent registered public accounting firm; and

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

The Company will also lay before the meeting the financial statements of the Company for the year ended December 31, 2009 pursuant to the provisions of the Bermuda Companies Act of 1981 and the Company’s Bye-Laws.

The close of business on March 1, 2010 has been fixed as the record date for determining the Shareholders entitled to notice of and to vote at the Annual General Meeting or any adjournments thereof. For a period of at least 10 days prior to the Annual General Meeting, a complete list of Shareholders entitled to vote at the Annual General Meeting will be open for examination by any Shareholder during ordinary business hours at the offices of the Company at Maxwell Roberts Building, 1 Church Street, Hamilton HM11, Bermuda.

Shareholders are urged to complete, date, sign and return the enclosed proxy card to Aspen Insurance Holdings Limited,c/o BNY Mellon Shareowner Services, Proxy Processing, P. O. Box 3865, South Hackensack, NJ07606-3865, in the accompanying envelope, which does not require postage if mailed in the United States. Shareholders who appear on the Company’s register may also vote their ordinary shares by telephone or over the Internet. Signing and returning a proxy card will not prohibit you from attending the Annual General Meeting. Please note that the person designated as your proxy need not be a shareholder. Persons who hold their ordinary shares in a brokerage account or through a nominee will also likely have the added flexibility of directing the voting of their ordinary shares by telephone or over the Internet.

By Order of the Board of Directors,

Heather Kitson

Secretary

Hamilton, Bermuda

March 18, 2010

ASPEN INSURANCE HOLDINGS LIMITED
Maxwell Roberts Building
1 Church Street
Hamilton HM11
Bermuda

PROXY STATEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS
April 28, 2010

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be
Held on April 28, 2010

The proxy statement and annual report to security holders are available at www.aspen.bm

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of Aspen Insurance Holdings Limited (the “Company”) to be voted at our annual general meeting of shareholders (the “Shareholders”) to be held at the offices of the Company, Maxwell Roberts Building, 1 Church Street, Hamilton HM11 Bermuda on April 28, 2010 at 12:00 p.m Bermuda time, or at such other meeting upon any postponement or adjournment thereof (the “Annual General Meeting”). Directions to the meeting may be obtained by contacting the Company at441-295-8201. This Proxy Statement, the Notice of Annual General Meeting of Shareholders and the accompanying form of proxy are being first mailed to Shareholders on or about March 18, 2010. These proxy materials, along with a copy of the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2009, are also available for viewing at www.aspen.bm.

As of March 1, 2010, the record date for the determination of persons entitled to receive notice of, and to vote at, the Annual General Meeting, there were 78,790,861 ordinary shares of the Company, par value U.S. 0.15144558¢ per share (the “ordinary shares”), issued and outstanding. The ordinary shares are our only class of equity securities outstanding and currently entitled to vote at the Annual General Meeting.

Holders of ordinary shares are entitled to one vote on each matter to be voted upon by the Shareholders at the Annual General Meeting for each share held. 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 nine and one-half percent or more of the voting power of all ordinary shares of the Company and who would be generally required to recognize income with respect to the Company under Section 951(a)(1) of the Code, if the Company were a controlled foreign corporation as defined in Section 957 of the Code and if the ownership threshold under Section 951(b) of the Code were 9.5%.

Because the 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, 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).

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

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

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

1. To vote FOR the re-election of Mr. Ian Cormack, Mr. Matthew Botein, Mr. Richard Bucknall and the election of Mr. Peter O’Flinn as Class III directors of the Company; and

2. To vote FOR the appointment of KPMG Audit plc (“KPMG”), London, England, to act as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010 and to authorize the Board through the Audit Committee (the “Audit Committee”) to set the remuneration for the independent registered public accounting firm.

At the Annual General Meeting, Shareholders will also receive the report of our independent registered public accounting firm and may be asked to consider and take action with respect to such other matters as may properly come before the Annual General Meeting.

Each of the proposals require an affirmative vote of the majority of the voting power of the votes cast at the Annual General Meeting (taking into account 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 meeting, in accordance with our Bye-Laws.

PRESENTATION OF FINANCIAL STATEMENTS

In accordance with the Companies Act 1981 of Bermuda and Bye-Law 139 of the Company, the Company’s financial statements for the year ended December 31, 2009 will be presented at the Annual General Meeting. The Board has approved these statements. There is no requirement under Bermuda law that these statements be approved by Shareholders, and no such approval will be sought at the 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 Secretary of the Company at the address indicated above, before the time of 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 each of the proposals described herein and set forth on the accompanying form of proxy, 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 delivering to the Secretary of the Company a written statement revoking such proxy, by executing and delivering a later-dated proxy, or by 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 upon any of the proposals. 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 Shareholders who are represented may adjourn the Annual General Meeting until a quorum is present. The time and place of the adjourned meeting will be announced at the time the adjournment is taken, and no other notice need be given. 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 Mellon Investor Services LLC to be our proxy solicitation agent. For these services, we will pay Mellon Investor Services LLC a fee of approximately $8,500, plus 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

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

Our Bye-Laws provide for a classified Board, divided into three classes of directors, with each class elected to serve a term of three years. Our incumbent Class I Directors were elected at our 2008 annual general meeting and are scheduled to serve until our 2011 annual general meeting. Our incumbent Class II Directors were elected at our 2009 annual general meeting and are scheduled to serve until our 2012 annual general meeting. Our incumbent Class III Directors were elected at our 2007 annual general meeting and are subject for re-election at our 2010 annual general meeting.

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

As of February 15, 2010, we had the following directors on our Board and committees:

Corporate

Governance

Name

Age

Director Since

Audit

Compensation

& Nominating

Investment

Risk

Class I Directors:

Christopher O’Kane

2002

Heidi Hutter

2002

Chair

David Kelso

2005

John Cavoores

2006

Liaquat Ahamed

2007

Chair

Class II Directors:

Julian Cusack

2002

Glyn Jones

2006

Richard Houghton

2007

Class III Directors:

Ian Cormack

2003

Chair

Matthew Botein

2007

Richard Bucknall

2007

Chair

Peter O’Flinn

2009

Chair

Glyn Jones. With effect from May 2, 2007, Mr. Jones was appointed as Chairman. Mr. Jones has been a director since October 30, 2006. He also has served as a non-executive director of Aspen U.K. since December 4, 2006. As of July 25, 2008, Mr. Jones has served as Chairman of Hermes Fund Managers. Mr. Jones is also the Chairman of Towry Law Holdings Limited and was recently appointed as Chairman of BT Pension Scheme Management Ltd. Mr. Jones was most recently the Chief Executive Officer of Thames River Capital. From 2000 to 2004, he served as Chief Executive Officer of Gartmore Investment Management in the U.K. Prior to Gartmore, Mr. Jones was Chief Executive 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 23 years of experience within the financial services sector. He is the former CEO of a number of large, regulated, international financial services groups, such as Gartmore Investment Management and Coutts Natwest Group and currently serves as chairman of the board in a number of other financial services companies. As a result, Mr. Jones provides the Board leadership for a complex, global and regulated financial services business such as ours.

Christopher O’Kane. Mr. O’Kane has been our Chief Executive Officer and a director since June 21, 2002. He was also the Chief Executive Officer of Aspen U.K. until January 2010 and was Chairman of Aspen Bermuda until December 2006. Prior to the creation of Aspen Holdings, from November 2000 until June 2002, Mr. O’Kane served as a director of Wellington 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 30 years of experience in the specialty re/insurance industry and is both a co-founder of our Company’s business and its founding CEO. 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 business strategy.

Richard Houghton. Mr. Houghton joined us as our Chief Financial Officer on April 30, 2007 and has been a director since May 2, 2007. He was previously at Royal Bank of Scotland Group plc (“RBS”), where he was Chief Operating Officer, RBS Insurance from 2005 to March 2007, responsible for driving operational efficiency across the finance, IT, risk, HR, claims and actuarial functions of this division. Previously, he was Group Finance Director, RBS Insurance from 2004 to 2005. Mr. Houghton was also Group Finance Director of Ulster Bank, another subsidiary of RBS from 2003 to 2004. While at RBS, Mr. Houghton was also a member of the Board of various of its subsidiaries. He began his professional career as an accountant at Deloitte & Touche where he spent 10 years working in audit, corporate finance and recovery. He is a Fellow of the Institute of Chartered Accountants in England and Wales.

Mr. Houghton is a qualified accountant with over 22 years of broad industry experience. He has held a number of finance and operations roles across the financial services industry. As our Chief Financial Officer, it is important for the Board to have direct interaction with Mr. Houghton to understand the financial performance of the Company and the impact of underwriting and investment performance on the Company’s results.

Liaquat Ahamed. Mr. Ahamed has been a director 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 is a director of the Rohatyn Group and related series of funds, and a member of the Board of Trustees at the Brookings Institution.

Mr. Ahamed has over 27 years of experience in investment management and has previously served as a Chief Investment Officer and Chief Executive Officer of Fischer Francis Trees & Watts, Inc., an international fixed income business. Mr. Ahamed’s investment management experience provides the Board with experience to oversee the Company’s investment decisions, strategies and investment risk appetite. As a result of this, Mr. Ahamed also serves as the Chair of the Investment Committee.

Matthew Botein. Mr. Botein has been a director since July 25, 2007. Mr. Botein is currently a Managing Director and Head of the Special Situations Investment Group at BlackRock, Inc. From 2003 until June 30, 2009, Mr. Botein was associated with Highfields Capital Management LP, most recently as a Managing

Director and a member of the firm’s Management Committee. Prior to joining Highfields, he was a member in the private equity department of The Blackstone Group from March 2000 to March 2003. He currently serves on the Boards of First American Corporation, PennyMac Mortgage Investment Trust, Cyrus Reinsurance Holdings II Limited, a “sidecar” Highfields formed with XL Capital (as well as its operating subsidiary), and Private National Mortgage Acceptance Company, LLC. He was previously a member of the Board of Integro Limited, an insurance broker and Cyrus Reinsurance Holdings Limited. He was also previously was a member of our Board from our formation until 2003.

Mr. Botein has over 10 years of experience within the spheres of corporate finance, private equity and asset management. As a result, Mr. Botein provides the Board with a broad range of relevant business experience with specific focus on investor relations matters, capital management initiatives and investment decisions.

Richard Bucknall. Mr. Bucknall has been a director since July 25, 2007 and a director of Aspen U.K. since January 14, 2008 and a director of AMAL since February 28, 2008. 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, in which role he was responsible for leading the development of Willis’ international business. 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 a non-executive director of FIM Services Limited and the non-executive Chairman of the XIS Group (Ins-Sure Holdings Limited, Ins-Sure Services Limited, London Processing Centre Ltd and LSPO Limited). He was also previously a director of Kron AS. He 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, Mr. Bucknall’s background in the insurance broking industry provides the Board with an experienced perspective on broking relationships and their ability to impact our trading operations. Given his broad background across a number of operational disciplines, Mr. Bucknall serves as the Chair of our Compensation Committee.

John Cavoores. Mr. Cavoores has been a director since October 30, 2006. Mr. Cavoores is currently an advisor to Blackstone (until March 15, 2010), previously one of our principal shareholders, advising on current portfolio investments and new opportunities. Mr. Cavoores previously served as President and Chief Executive Officer of OneBeacon Insurance Company, a subsidiary of the White Mountains Insurance Group, from 2003 to 2005. Mr. Cavoores currently serves as a director of Cyrus Reinsurance Holdings and Alliant Insurance Holdings. Among his other positions, Mr. Cavoores was President of National Union Insurance Company, a subsidiary of AIG. 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 over 30 years of experience within the insurance industry having formerly served as CEO of OneBeacon Insurance, a subsidiary of White Mountains. As a result, Mr. Cavoores provides the Board with broad ranging business experience with particular focus on insurance matters and strategies within the U.S.

Ian Cormack. Mr. Cormack has been a director since September 22, 2003 and has served also as a non-executive director of Aspen U.K. since 2003. From 2000 to 2002, he was Chief Executive Officer of AIG Inc.’s insurance financial services and asset management division in Europe. From 1997 to 2000, he was Chairman of Citibank International plc and Co-Head of the Global Financial Institutions Client Group at Citigroup. He was also Country Head of Citicorp in the United Kingdom from 1992 to 1996. Mr. Cormack is also a director of Pearl Group Ltd., Phoenix Life Holdings Ltd and Qatar Financial Centre Authority. Mr. Cormack is also a non-executive chairman of Maven Income and Growth VCT 4 plc. He also serves as chairman of Entertaining Finance Ltd. and Carbon Reductions Ltd and deputy chairman of the Qatarlyst. He previously served as Chairman of CHAPS, the high value clearing system in the United Kingdom, as a member of the Board of Directors of Clearstream (Luxembourg), Bank Training and Development Ltd., Klipmart Corp and as a member of Millennium Associates AG’s Global Advisory Board. He was also

previously a non-executive director of MphasiS BFL Ltd. (India), Europe Arab Bank Ltd., Pearl Assurance, London Life Assurance, National Provident Insurance and National Provident Life. He was a member of the U.K. Chancellor’s City Advisory Panel from 1993 to 1998.

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

Julian Cusack, Ph.D. Mr. Cusack has been our Chief Risk Officer since January 14, 2010. He was our Chief Operating Officer from May 1, 2008 to January 14, 2010, and has been a director since June 21, 2002. He has also been the Chief Executive Officer of Aspen Bermuda since 2002 and was appointed Chairman of Aspen Bermuda in December 2006. Previously Mr. Cusack was our Chief Financial Officer from June 21, 2002 to April 30, 2007. From 2002 until March 31, 2004, he was also Finance Director of Aspen U.K. Mr. Cusack previously worked with Wellington where he was Managing Director of Wellington Underwriting Agencies Ltd. (“WUAL”) from 1992 to 1996, and in 1994 joined the Board of Directors of Wellington Underwriting Holdings Limited. He was Group Finance Director of Wellington Underwriting plc from 1996 to 2002. Mr. Cusack is also a director of Hardy Underwriting Bermuda Limited.

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

Heidi Hutter. Ms. Hutter has been a director since June 21, 2002 and has served as a non-executive director of Aspen U.K. since June 2002. On February 28, 2008, Ms. Hutter was appointed as a director and Chair of AMAL. She has served as Chief Executive Officer of Black Diamond Group, LLC since 2001 and Manager of Black Diamond Capital Partners since 2005. Ms. Hutter began her career in 1979 with Swiss Reinsurance Company in New York, where she specialized in the then new field of finite reinsurance. From 1993 to 1995, she was Project Director for the Equitas Project at Lloyd’s which became the largest run-off reinsurer in the world. From 1996 to 1999, she served as Chief Executive Officer of Swiss Re America and was a member of the Executive Board of Swiss Re in Zurich. She was previously a director of Aquila, Inc. and Talbot Underwriting and related corporate entities. Ms. Hutter also serves as a director of Amerilife Group LLC.

Ms. Hutter is a qualified actuary with over 30 years of experience within the re/insurance industry. Ms. Hutter is a recognized industry leader with relevant experience both in the U.S. and internationally. Ms. Hutter has particular experience of insurance at Lloyd’s having 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 AMAL, the managing agency of our Lloyd’s Syndicate 4711 and as Chair of our Risk Committee.

David Kelso. Mr. Kelso has been a director since May 26, 2005. He was a founder, in 2003, of Kelso Advisory Services and currently serves as its Senior Financial Advisor. He also currently serves as a director of ExlService Holdings, Inc., Assurant Inc. and Sound Shore Fund Inc. From 2001 to 2003, Mr. Kelso was an Executive Vice President of Aetna, Inc. From 1996 to 2001, he was the Executive Vice President, Chief Financial Officer and Managing Director of Chubb Corporation. From 1992 to 1996, he first served as the Executive Vice President and Chief Financial Officer and later served as the Executive Vice President, Retail and Small Business Banking, of First Commerce Corporation. From 1982 to 1992, he was a Partner and the Head of North American Banking Practice of Gemini Consulting Group.

Mr. Kelso has over 30 years of experience in the financial services sector, where he previously served as the CFO at Chubb Corporation and has experience in accounting and finance impacting insurance companies. As a result of his experience, Mr. Kelso is also the designated financial expert on the Company’s Audit Committee.

Peter O’Flinn. Mr. O’Flinn has been a director since April 29, 2009. He currently serves as a director and audit committee member of Sun Life Insurance and Annuity Company of New York, and of Euler ACI Holdings, Inc. From 1999 to 2003, Mr. O’Flinn was Co-Chair of LeBoeuf, Lamb, Greene and MacRae (now Dewey & LeBoeuf).

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 Insurance Practice and provides extensive experience on legal matters relevant to both the re/insurance industry and public company legal matters generally. Mr. O’Flinn also provides the Board with input on corporate initiatives, regulatory and governance matters. As a result of his experience, Mr. O’Flinn serves as the Chair of our Corporate Governance and Nominating Committee.

Director Independence

Under the NYSE Corporate Governance Standards applicable to U.S. domestic issuers, a majority of the Board of Directors (and each member of the Audit, Compensation and Nominating and Corporate Governance Committees) must be independent. The Company currently qualifies as a foreign private issuer, and as such is not required to meet all of the NYSE Corporate Governance Standards. The Board may determine a director to be independent if the director has no disqualifying relationship as enumerated in the NYSE Corporate Governance Standards and if the Board has affirmatively determined that the director has no direct or indirect material relationship with the Company. Independence determinations are made on an annual basis at the time the Board approves director nominees for inclusion in the annual proxy statement and, if a director joins the Board between annual meetings, at such time.

The Board has made the determination that Messrs. Ahamed, Botein, Bucknall, Cavoores, Cormack, Kelso, O’Flinn and Ms. Hutter are independent and have no material relationships with the Company.

The Board has determined that the Audit Committee is comprised entirely of independent directors, in accordance with the NYSE Corporate Governance Standards. In addition, the Board has determined that as of the date of this report all members of the Compensation Committee and Corporate Governance and Nominating Committee are independent.

Committees of the Board of Directors

Audit Committee: Messrs. Cormack, Bucknall, Kelso, O’Flinn and Ms. Hutter. The Audit Committee has general responsibility for the oversight and supervision of our accounting, reporting and financial control practices. The Audit Committee annually reviews the qualifications of the independent auditors, makes recommendations to the Board as to their selection and reviews the plan, fees and results of their audit. Mr. Cormack is Chairman of the Audit Committee. The Audit Committee held four meetings during 2009. The Board considers Mr. Kelso to be our “audit committee financial expert” as defined in the applicable regulations. The Board has made the determination that Mr. Kelso is independent.

Compensation Committee: Messrs. Bucknall, Botein, and Cavoores. The Compensation Committee oversees our compensation and benefit policies and programs, including administration of our annual bonus awards and long-term incentive plans. It determines compensation of the Company’s Chief Executive Officer, executive directors and key employees. Mr. Bucknall is the Chairman of the Compensation Committee. The Compensation Committee held five meetings during 2009.

Investment Committee: Messrs. Ahamed, Jones, Botein, Cusack and Houghton. The Investment Committee is an advisory committee to the Board which formulates our investment policy and oversees all of our significant investing activities. Mr. Ahamed is Chairman of the Investment Committee. The Investment Committee held four meetings during 2009.

Corporate Governance and Nominating Committee: Messrs. Kelso, Botein and O’Flinn. The Corporate Governance and Nominating Committee, among other things, establishes the Board’s criteria for selecting new directors and oversees the evaluation of the Board and management. Mr. O’Flinn is the Chairman of the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee held four meetings during 2009.

Risk Committee: Ms. Hutter, Messrs. Ahamed, Cavoores, Cormack, Cusack and Kelso. The Risk Committee’s responsibilities include the establishment of our risk management strategy, approval of our risk management framework, methodologies and policies, and review of our approach for determining and measuring our risk tolerances. Ms. Hutter is the Chair of the Risk Committee. The Risk Committee held four meetings during 2009.

The Board may also, from time to time, implementad hoccommittees for specific purposes.

Leadership Structure

We have separate CEO and Chairman positions in the Company. We believe that while the CEO is responsible for the day-to-day management of the Company, the Chairman, who is not an employee of the Company and who is not part of the Company’s management, provides the right leadership role for the Board and is able to effectively facilitate the contribution of non-executive directors and ensuring 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.

Role in Risk Oversight

Risk Governance. The Board considers effective identification, assessment, monitoring and mitigation of the risks facing our business to be a key element of its responsibilities and those of the CEO and management. The Board’s responsibility for oversight of the group’s risk management framework is enabled by management reporting processes that are designed to provide visibility to the Board and its Committees about key risks. Senior management regularly attend the Board meetings and are available to address any questions or concerns raised by the Board on risk management matters. The Board and its Committees also receive presentations from senior management on risk management efforts. In summary, the Board through its Committees oversees key risks to the business through a well established and comprehensive approach, which is described in greater detail below.

Board Committees. The Board manages the key risks to the organization primarily through its Risk, Audit and Investment Committees. Each of the Committees is chaired by a director of the Company who also reports to the Board on the committees’ discussions and matters arising. Every director also receives all of the papers for each of the Committees.

The membership of the Board Committees is set out under Item 10 “Directors, Executive Officers of the Registrant and Corporate Governance.”

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


	•	the establishment of the risk management strategy of the Company and its subsidiaries;

	•	oversight and approval of the group’s risk management framework, methodologies and policies; and

	•	review of the group’s approach for determining and monitoring adherence to risk limits.

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

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

Management Committees. The group also has a number of executive management committees which have oversight of risk and control effectiveness.

Group Executive Committee: This is the main executive committee responsible for making proposals to the Board relating to the strategy and conduct of the business of the group. To assist in these duties, it receives regular reports from the Group Chief Risk Officer on whether the group is operating within agreed risk limits.

Capital Allocation Group: This committee is primarily responsible for determining and allocating capital for the different lines of business. It also considers appropriate levels of risk limits for underwriting and other exposures for recommendation to the Risk Committee.

Reserve Committee: This committee is responsible for managing reserving risk and recommending to the Board the appropriate level of reserves to include in the group’s financial statements.

Underwriting Committee: The purpose of the Underwriting Committee is to assist the Group Chief Executive Officer in his oversight duties in respect of underwriting risk and to advise insurance subsidiaries as to whether proposed risks comply with group policies.

Reinsurance Credit Committee: This committee sets credit limits, reviews our credit analysts’ evaluation of insurance and reinsurance counterparties and approves acceptable financial strength ratings of our counterparties. Our risk management function monitors individual exposures in addition to credit and market risk accumulations compared to set tolerances.

Group Chief Risk Officer. In addition to the above, following our announcement in January 2010 of our organizational changes, which included the appointment of Julian Cusack as Group Chief Risk Officer, we took the decision to appoint local chief risk officers for our operating platforms in the U.K., the U.S. and Bermuda. Our Group Chief Risk Officer is a member of the Board and a member of the Risk Committee. His role includes providing the Board and the Risk Committee with input directly on all risk matters.

Compensation Consultants

The Compensation Committee appointed F.W. Cook and Hewitt New Bridge Street as its compensation consultants (the “2009 Compensation Consultants”) for 2009. The 2009 Compensation Consultants were engaged by the Compensation Committee to provide (i) input on the Compensation Discussion and Analysis, (ii) benchmarking analysis in respect of CEO, Chairman and non-executive director compensation, (iii) input on peer group filings, (iv) a review of the competitive market for executive positions and (v) input on performance targets under 2009 performance shares and bonus funding. The Compensation Consultants did not provide any other services to the Company, but worked with members of our Human Resources department to deliver the mandates to the Compensation Committee.

Executive Officers of the Company

The table below sets forth certain information concerning our executive officers as of February 15, 2010:


Name	Age		Position

Christopher O’Kane(1)		55	Chief Executive Officer of Aspen Holdings
Richard Houghton(1)		44	Chief Financial Officer of Aspen Holdings
Julian Cusack(1)		59	Chief Risk Officer of Aspen Holdings, Chief Executive Officer and Chairman of Aspen Bermuda
Brian Boornazian		49	CEO of Aspen Reinsurance
Michael Cain		37	Group General Counsel
James Few		38	President of Aspen Reinsurance, Chief Underwriting Officer of Aspen Bermuda
Karen Green		42	President and Chief Operating Officer, Aspen U.K. and AMAL Group Head of Corporate Development
Emil Issavi		37	Head of Casualty Reinsurance, Executive Vice President of Aspen Reinsurance
William Murray		53	President of U.S. Insurance
Rupert Villers		57	CEO of Aspen Insurance
Stephen Postlewhite		38	Head of Risk Capital
Kate Vacher		38	Director of Underwriting
Chris Woodman		48	Group Head of Human Resources


(1)		Biography available above under “— Board of Directors of the Company” above.

Brian Boornazian. Mr. Boornazian was appointed Head of Reinsurance in May 2006 and is CEO of Aspen Reinsurance. Since October 2005, Mr. Boornazian has also served as President of Aspen Re America. From January 2004 to October 2005, he was President of Aspen Re America, Property Reinsurance. Prior to joining us, from 1999 to January 2004, Mr. Boornazian was at XL Re America, where during his tenure there he acted in several capacities and was Senior Vice President, Chief Property Officer, responsible for property facultative and treaty, as well as marine, and Chief Marketing Officer.

Michael Cain. Mr. Cain has served as our Group General Counsel since March 3, 2008. 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 and Ashurst, law firms in London.

James Few. Mr. Few is President of Aspen Reinsurance and has been our Head of Property Reinsurance since June 1, 2004 and Aspen Bermuda’s Chief Underwriting Officer since November 1, 2004. Before joining Aspen Bermuda, he had been an underwriter at Aspen U.K. since June 21, 2002. Mr. Few previously worked as an underwriter with Wellington from 1999 until 2002 and from 1993 until 1999 was an underwriter and client development manager at Royal & Sun Alliance.

Karen Green. Ms. Green is President and Chief Operating Officer of Aspen U.K. and AMAL and Group Head of Corporate Development, Ms. Green had joined us in March 2005 as Head of Strategy and Office of the CEO. In March 2008, Ms. Green was also appointed as Managing Director of AMAL, the managing agency of our Lloyd’s Syndicate 4711. 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).

Emil Issavi. Mr. Issavi was appointed Head of Casualty Reinsurance in July 2008, and is also Executive Vice President of Aspen Reinsurance. Since July 2006, Mr. Issavi has also served as Head of Casualty Treaty of Aspen Re America. Prior to joining us, from 2002 to July 2006, Mr. Issavi was at Swiss Re America, where during his tenure there he was Senior Treaty Account Executive responsible for various Global and National

Property Casualty clients. Mr. Issavi began his reinsurance career at Gen Re as a Casualty Facultative Underwriter.

Kate Vacher. Ms. Vacher is our Director of Underwriting. Previously, she was our Head of Group Planning from April 2003 to May 2006 and Property Reinsurance Underwriter since joining Aspen U.K. on September 1, 2002. Ms. Vacher previously worked as an underwriter with Wellington Syndicate 2020 from 1999 until 2002 and from 1995 until 1999 was an assistant underwriter at Syndicate 51.

Chris Woodman. Since July 2005, Mr. Woodman has served as Group Head of Human Resources. Prior to joining us, he was employed by Fidelity International from March 1995 to March 2005. He joined them as a Human Resources Manager, and was subsequently Human Resources Director, Research and Trading on secondment to Fidelity Management and Research Company in Boston, MA. He then returned to the United Kingdom as Director, Human Resources for the Investment and Institutional business at Fidelity International. Most recently, he was Managing Director, Human Resources, COLT Telecom from January 2003 to February 2005 on secondment from Fidelity International.

William Murray. Mr. Murray joined us in August 2009 as President of U.S. Insurance. Most recently, he served as President of W.R. Berkley’s Regional Excess Underwriters from May 2008 to August 2009. He had previously been President of Carolina Casualty Insurance Company and Admiral Excess Underwriters, both members of the W.R. Berkley Group from June 2003 to May 2008. He began his insurance career in 1986 as an underwriter in the Berkshire Hathaway group where he remained for 17 years after serving in the U.S. Navy and U.S. Marine Corps.

Stephen Postlewhite. Mr. Postlewhite was appointed Head of Risk Capital in September 2009. He was previously Deputy Chief Actuary and joined us in 2003. Prior to joining us, Stephen spent a year at the FSA working extensively on the development of the Individual Capital Assessment process for non-life insurers and nine years with KPMG, both in London and Sydney, working as a senior general insurance actuarial consultant, predominately 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 Stephen worked as a management consultant for Andersen Consulting.

Rupert Villers. Mr. Villers is CEO of Aspen Insurance. He joined us in April 2009 as Global Head of Professional and Financial Lines. He has held a number of positions in the insurance industry. He co-founded SVB Holdings (subsequently renamed Novae Holdings) in 1986, and in his seventeen years there he was Chief Executive Officer from 1991 to 2002 and underwriter of Syndicate 1007 from January 1, 1997 to December 31, 1999. Most recently, he has been Chairman of APJ Continuation Ltd, a company he co-founded in 2005, whose major subsidiary, APJ (Asset Protection Jersey Limited) writes a specialist book of kidnap and ransom insurance. Mr. Villers is a director of CertaAsig Societate di Asigurare Ci Reasigurare S.A. (a Romanian insurance company).

Non-Management Directors

The Board has adopted a policy of regularly scheduled executive sessions where non-management directors meet independent of management. The non-management directors include all our independent directors and Mr. Jones, our Chairman. The non-management directors held four executive sessions during 2009. Mr. Jones, our Chairman, presided at each executive session. Shareholders of the Company and other interested parties may communicate their concerns to the non-management directors by sending written communications by mail to Mr. Jones,c/o Company Secretary, Aspen Insurance Holdings Limited, Maxwell Roberts Building, 1 Church Street, Hamilton HM11, Bermuda, or by fax to 1-441-295-1829. In 2009, we held one executive session comprised solely of independent directors.

Attendance at Meetings by Directors

The Board conducts its business through its meetings and meetings of the committees. Each director is expected to attend each of our regularly scheduled meeting of the Board and its constituent committees on which that director serves and our annual general meeting of shareholders. All directors attended the annual

general meeting of shareholders in 2008. Four meetings of the Board were held in 2009. All of the directors attended at least 75% of the meetings of the Board and meetings of all committees on which they serve.

Code of Ethics, Corporate Governance Guidelines and Committee Charters

We adopted a code of business conduct and ethics that applies to all of our employees including our Chief Executive Officer and Chief Financial Officer. We have also adopted corporate governance guidelines. We have posted the Company’s code of ethics and corporate governance guidelines on the Investor Relations page of the Company’s website atwww.aspen.bm.

The charters for each of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee are also posted on the Investor Relations page of our website atwww.aspen.bm. Shareholders may also request printed copies of our code of business conduct and ethics, the corporate governance guidelines and the committee charters at no charge by writing to Company Secretary, Aspen Insurance Holdings Limited, Maxwell Roberts Building, 1 Church Street, Hamilton, HM11, Bermuda.

Differences between NYSE Corporate Governance Rules and the Company’s Corporate Governance Practices

The Company currently qualifies as a foreign private issuer, and as such is not required to meet all of the NYSE Corporate Governance Standards. The following discusses the differences between the NYSE Corporate Governance Standards and the Company’s corporate governance practices.

The NYSE Corporate Governance Standards require chief executive officers of U.S. domestic issuers to certify to the NYSE that he or she is not aware of any violation by the company of NYSE corporate governance listing standards. Because as a foreign private issuer we are not subject to the NYSE Corporate Governance Standards applicable to U.S. domestic issuers, the Company need not make such certification.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This section provides information regarding the compensation program for our Chief Executive Officer, Chief Financial Officer and the three other most highly-compensated named executive officers (“NEOs”) for 2009.

This section describes the overall objectives of our compensation program and each element of compensation.

The Compensation Committee of our Board of Directors (the “Compensation Committee”) has responsibility for approving the compensation program for our NEOs. The charter of the Compensation Committee requires that there be three independent members of the Board on the Compensation Committee. We sought to appoint independent directors from the Board whose prior experience would add both value and different perspectives on compensation to the Compensation Committee. The current Compensation Committee consists of three independent directors: Richard Bucknall (Chair), Matthew Botein and John Cavoores.

Executive Summary

Our compensation policies are designed with the goal of maximizing shareholder value creation over the long-term. The basic objectives of our executive compensation program are to:


	•	attract and retain highly skilled executives;

	•	link compensation to achievement of the Company’s financial and strategic goals by having a significant portion of compensation be performance-based;

	•	create commonality of interest between management and shareholders by tying substantial elements of compensation directly to changes in shareholder value over time in a sustainable manner that does not reward or appear to reward short-term behavior that may involve excessive risk taking;

	•	maximize the financial efficiency of the overall program to the Company from a tax, accounting, and cash flow perspective;

	•	ensure compliance with the highest standards of corporate governance; and

	•	encourage executives to work hard for the success of the business and work effectively with clients and colleagues for the benefit of the business as a whole.

We encourage a performance-based culture throughout the Company, and at senior levels we have developed an approach to compensation that aligns the performance and contribution of the executive to the results of the Company. As discussed below, we believe that the three elements of total direct compensation, base salary, annual bonus and long-term incentive awards, should be balanced such that each executive has the appropriate amount of pay that is performance contingent and longer-term. This relationship is illustrated in the table below which depicts each element of target and actual compensation; in each case a majority of the executive’s pay is delivered through performance-based compensation with a significant portion realized over more than one year. Equity awards in particular are intended to encourage risk-sharing with shareholders and align executive pay with the value created for shareholders.

NEO Compensation (1)


(1)		Consists of salary, bonus and incentive awards; excludes “other compensation.”

All employees, including senior executives, are set challenging goals and targets both at an individual and team level, which they are expected to achieve, taking into account the dynamics that occur within the market and business environment. These goals include quantitative and qualitative measures. Performance-related pay decisions are not formulaic and are based on a variety of indicators of performance, thus diversifying the risk associated with any single indicator. In particular, individual bonus awards are not tied to formulas that could focus NEOs, executives and employees on specific short-term outcomes that might encourage excessive risk taking.

The Company has achieved considerable growth since its inception in 2002 and our compensation programs and plans have been designed to reward executives who contribute to the continuing success of the Company. 2009 was a solid performance year, one in which we provided our shareholders a return on the equity employed in our business of over 18% and a growth in book value of more than 21%. What is more, we accomplished much with regards to our strategic objectives, including an evaluation of our businesses and refocus on commercial disciplines. Within the context of our pay for performance philosophy, these results allowed us to pay our bonuses above the “bonus potential” and for us to vest in the 2009 portion of the long-term incentive awards.

Executive Compensation Program

The Company’s compensation program consists of the following five elements which are common to the market for executive talent and which are used by our competitors to attract, reward and retain executives.


	•	base salary;

	•	annual cash bonuses;

	•	long-term incentive awards;

	•	other stock plans; and

	•	benefits and perquisites.

We seek to consider together all elements that contribute to the total compensation of NEOs rather than consider each element in isolation. This process ensures that judgments made in respect of any individual element of compensation are taken in the context of the total compensation that an individual receives, particularly the balance between base salary, cash bonus and stock programs. We actively seek market intelligence on all aspects of compensation and benefits.

Market Intelligence. We believe that shareholders are best served when the compensation packages of senior executives are competitive but fair. By fair we mean that the executives will be able to understand that the compensation package reflects their market value and their personal contribution to the business. We seek to create a total compensation opportunity for NEOs with the potential to deliver actual total compensation at the upper quartile of peer companies for high performance relative to competitors and the Company’s internal business targets.

We review external market data to ensure that our compensation levels are competitive. Our sources of information include:


	•	research of peer company annual reports onForm 10-K and similar filings for companies in our sector in the markets in which we operate;

	•	publicly available compensation surveys from reputable survey providers;

	•	advice and tailored research from compensation consultants; and

	•	experience from recruiting senior positions in the market place.

To assist in making competitive comparisons, the Committee retained Frederic W. Cook & Co. (“Cook”) and Hewitt New Bridge Street LLP (“Hewitt New Bridge Street”) for 2009 as independent advisors to the Compensation Committee and to provide information regarding the compensation practices of our peer group (as defined below) against which we compete. The consultants were appointed in 2006 by the Compensation Committee following a selection process led by one of our independent directors. Cook was primarily used for advice to the Compensation Committee in respect of U.S. compensation practices and Hewitt New Bridge Street was primarily used for advice in respect of U.K. compensation practices. Both worked together in affiliation on our account and reported to the Chair of the Compensation Committee and worked with management under the direction of the Chair. They were asked to provide overviews of our competitors’ compensation programs taken from public filings and to comment on management proposals on compensation awards for NEOs and recommendations on proposals relating to the long-term incentive programs and the funding of the employee bonus pool. We also participate in publicly available surveys produced by Hewitt New Bridge Street, Towers Watson (formerly Watson Wyatt) and PricewaterhouseCoopers. These surveys are used to provide additional data on salaries, bonus levels and long-term incentive awards of other companies in our industry. Together with data provided by the independent advisors drawn from public filings of competitors, the survey data is used to assess the competitiveness of the compensation packages provided to our NEOs. We have also sought advice on specific ad hoc technical benefit issues from PricewaterhouseCoopers who provide services only to management in respect of advice on international compensation and taxation and benefits issues.

Towards the end of 2009, following a selection process led by the Chair, the Compensation Committee selected Towers Watson (formerly Watson Wyatt) to provide advice to the Compensation Committee in respect of compensation practices in each of the markets in which we operate. On this basis, in November 2009 the engagements with Cook and Hewitt New Bridge were terminated and the Compensation Committee retained the services of Towers Watson for 2010.

The Company competes with companies based in Bermuda, the U.S. and the U.K., and we seek to understand the competitive practices in those different markets and the extent to which they apply to our senior executives. Our peer group is established by the Compensation Committee in conjunction with advice from Cook and Hewitt New Bridge Street, and reviewed on a regular basis. With the exception of the removal of one peer company (Kiln), who are no longer publicly traded, the 2009 peer group remains unchanged from that of 2008 and consists of:

U.S. & Bermuda

Allied World Assurance Company Holdings Limited

Arch Capital Group Ltd.

Axis Capital Holdings Ltd.

Endurance Specialty Holdings Ltd.

Everest Re Group, Ltd.

IPC Holdings, Ltd.

Max Re Capital Ltd.

Montpelier Re Holdings Ltd.

PartnerRe Ltd.

Platinum Underwriters Holdings, Ltd.

RenaissanceRe Holdings Ltd.

Transatlantic Holdings, Inc.

U.K.

Amlin Plc

Beazley Group Plc

Brit Insurance Holdings Plc

Catlin Group Limited

Hiscox Ltd.

Lancashire Insurance Group

This peer group consists of companies in the U.S., Bermuda and the U.K. that operate in our industry and can be seen as direct competitors in some or most of our lines of business and operate on a similar scale in respect of market capitalization. We also compete with the companies in the peer group for talent and, thus, review compensation data available from publicly available sources when considering the competitiveness of the compensation of our executives.

Cash Compensation

Base Salary. We pay base salaries to provide executives with a predictable level of compensation over the year to enable executives to meet their personal expenses and undertake their roles. Base salaries are determined taking into account the relative importance of the position, the competitive market place, and the individual executive officer’s experience, skills, knowledge and responsibilities in their roles. Salaries are reviewed annually. The Compensation Committee reviews the compensation recommendations made by management, including base salary, of the most senior employees in the Company, excluding the CEO but including the NEOs. In the case of the Chief Executive Officer, the Chair of the Compensation Committee develops any recommended changes to base salary and is provided with information and advice by Cook and Hewitt New Bridge Street in 2009 and Towers Watson starting in 2010.

When reviewing base salaries, we consider a range of factors including:


	•	the performance of the business;

	•	the performance of the executives in their roles over the previous year;

	•	the historical context of the executive’s compensation awards;

	•	the responsibilities of the role;

	•	the experience brought to the role by the executive;

	•	the function undertaken by the role; and

	•	analysis of the market data from competitors and more general market data from labor markets in which we operate.

Executive officers have employment agreements with the Company that specify their initial base salary. This salary cannot be reduced unilaterally by the employer without breaching the contract. Generally, they are entitled to a review on an annual basis, with any changes effective as of April 1 of the relevant year. Even though we conduct an annual review of base salaries, we are not legally obligated to increase salaries; however, we are not contractually able to decrease salaries. We are generally mindful of our overall goal to pay base salaries for experienced executives at around the median percentile of the peer group and the market

for similar roles. We do not apply this principle mechanistically, but take into account the factors outlined above and the total compensation picture for each individual. We ideally use the median since we wish to remain competitive against peers (though we also take into account levels of experience, contributions and other factors as described above), but aim, where possible, for compensation which is above the median to be delivered by variable pay (such as long-term incentives and bonuses) and linked to performance to achieve overall upper quartile compensation.

Base salary is normally a fixed amount determined on the basis of market comparisons and the experience of each employee initially at the point of employment and thereafter at each subsequent annual review date. The annual salary review process is governed by an overall budget related to market conditions in the relevant employment markets (globally) and broader economic considerations. Our annual salary review process is not intended to be solely a “cost of living” increase or a contractual entitlement to salary increases. Within this overall governing budget, individual salary reviews are discretionary, and take into account the performance of the individual as well as market competitiveness by individual and internal equity. We believe that this approach mitigates the risk associated with linking salary increases to short-term outcomes. In the last three years, the overall budget for salary increases averaged 4% per annum.

For purposes of this discussion, compensation paid in British Pounds has been translated into U.S. Dollars at the exchange rate of $1.5670 to £1, i.e. the average exchange rate for 2009.

For 2009, the base salary for Chris O’Kane, our Chief Executive Officer, was increased from £450,000 ($705,150) per annum to £480,000 ($752,160), effective April 1, 2009, an increase of 6.7%. In agreeing to this increase, the Compensation Committee and the Board evaluated Mr. O’Kane’s total compensation against compensation levels in our U.S./Bermuda and U.K. peer group, and determined that given differences in philosophical approach to compensation in the U.S./Bermuda and U.K. (the U.S./Bermuda typically placing a greater emphasis on variable, particularly long-term incentive pay, whereas the U.K. base pay tends to be higher with less emphasis on stock incentives), it would be reasonable to take a blended approach taking into account both methodologies. On this basis, and based on the exchange rate in place at the time of the review, the approved increase brought Mr. O’Kane’s salary to the lower quartile for U.S./Bermuda data, and to between the lower quartile and median for the U.K. data set, and enabled total target cash compensation to be delivered at median levels for both U.S./Bermuda and U.K. peers.

For 2009, the base salary for Richard Houghton, our Chief Financial Officer was increased from £350,000 ($548,450) per annum to £360,000 ($564,120) from April 1, 2009, an increase of 2.9%. This increase was evaluated against compensation levels for FTSE 250 insurance companies and 2008 proxy data for the U.S./Bermuda peer group, with Mr. Houghton’s salary benchmarked at the upper quartile in the U.K. data set and between the median and upper quartile in the U.S./Bermuda peer group. However, as Mr. Houghton’s overall responsibility is wider than that of a pure CFO, with responsibility for Group Finance Functions, as well as Treasury and Investment Strategy, and operational areas including Claims, Facilities, Human Resources and IT functions, the Compensation Committee deemed it appropriate to benchmark the roles of CFO and COO. In addition to market relativity, in approving this increase the Compensation Committee also took into consideration Mr. Houghton’s delivery of performance goals including tactical and strategic balance sheet initiatives. Mr. Houghton also led and delivered a program of transformation in our finance function, which enabled the improvement of financial systems and support to stakeholders. Taking the above into account, the Compensation Committee determined that above median base pay accurately reflects the scope of the role alongside Mr. Houghton’s performance in 2008.

For 2009, the base salary for Julian Cusack, our current Chief Risk Officer (formerly, Chief Operating Officer) and Chairman and Chief Executive Officer of Aspen Bermuda was increased from £350,000 ($548,450) per annum to £360,000 ($564,120) from April 1 2009, an increase of 2.9%. As Mr. Cusack has a dual role and splits his time between Bermuda and the U.K., this increase was evaluated against Chief Operating Officer compensation levels for FTSE 250 insurance companies and 2008 proxy data for the U.S./Bermuda peer group; where Mr. Cusack’s salary was between the median and upper quartile based on the U.K. data, and above the median for U.S./Bermuda peers. The Compensation Committee agreed that this level of compensation was appropriate and commensurate with Mr. Cusack’s experience and abilities and the

importance of his role to the Company. In addition to market relativity, in approving this increase the Compensation Committee also took into consideration Mr. Cusack’s development of the enterprise risk management function, and successful operational and organizational reviews in our Actuarial, Legal and Risk Management functions in 2008.

For 2009, the base salary for Brian Boornazian, CEO of Aspen Reinsurance, was increased from $470,000 per annum to $500,000 effective April 1, 2009, an increase of 6.4%. In approving this increase, the Compensation Committee took into account his contribution as Head of Reinsurance, including his achievements in delivering a consistent underwriting approach across all reinsurance lines, the assessment of the organizational structure for the casualty reinsurance segment, increased marketing efforts with key property and casualty clients, the use of underwriting expertise with external constituents and the delivery of 2008 business plans for the property and casualty reinsurance segments. The achievement of the 2008 business plan included qualitative elements and took into account risk data, such as compliance, underwriting quality reviews and internal audit reviews. Based on the above, and taking into consideration U.S./Bermuda peer group data, which highlighted Mr. Boornazian’s salary below lower quartile levels, the Compensation Committee approved the above increase bringing Mr. Boornazian’s salary closer to the median.

For 2009, the base salary for James Few, President of Aspen Reinsurance, was increased from $450,000 per annum to $475,000, per annum effective April 1, 2009, an increase of 5.6%. In approving this increase, the Compensation Committee recognized that Mr. Few was promoted in June 2008. This promotion added responsibility for broader business development across all reinsurance lines to Mr. Few’s remit as Head of Property Reinsurance and Chief Underwriting Officer of Aspen Bermuda. Mr. Few’s role was evaluated against our U.S./Bermuda peer group as well as that of a Chief Underwriter in the Bermuda market. Taking the simple average of both data sets, Mr. Few’s April 2009 salary was between the lower quartile and median. The Committee also took into consideration Mr. Few’s performance in 2008, which included the delivery of the 2008 business plan for the property reinsurance segment. This objective included various elements relating to the performance of the segment, including the effective management of his team, enhanced marketing efforts with key clients, improvement of operational efficiencies and management of the property reinsurance portfolio to achieve optimal distribution of allocated aggregate capacity. In addition, Mr. Few was responsible for enhancing the risk management capability within property reinsurance in Bermuda and for the ongoing development of capability within the global property reinsurance team, including establishing new lines and teams in Singapore and Zurich.

Annual Cash Bonuses. The Company operates a bonus plan. Annual cash bonuses are intended to reward executives for our consolidated annual performance and for individual achievements and contributions to the success of the business over the previous fiscal year. The Compensation Committee approves the bonus pool, following recommendations from management and with information and advice from the independent advisors. In 2009, we amended our existing methodology for establishing the bonus pool, which had previously been based on a range of between 6% to 7% of net income for expected levels of performance. Following a proposal by management and in considering the advice provided by Cook and Hewitt New Bridge Street, the Compensation Committee determined that Operating Return on Annualized Equity (“Operating ROE”) would be the measure of financial performance for determining the bonus pool for 2009. Operating ROE is a non-GAAP financial measure which (1) is calculated using operating income, as defined below and (2) excludes from average equity, the average after-tax unrealized appreciation or depreciation on investments and the average after-tax unrealized foreign exchange gains or losses and the aggregate value of the liquidation preferences of our preference shares. Unrealized appreciation (depreciation) on investments is primarily the result of interest rate movements and the resultant impact on fixed income securities, and unrealized appreciation (depreciation) on foreign exchange is the result of exchange rate movements between the U.S. dollar and the British pound. Such appreciation (depreciation) is not related to management actions or operational performance (nor is it likely to be realized). Therefore, Aspen believes that excluding these unrealized appreciations (depreciations) provides a more consistent and useful measurement of operating performance, which supplements GAAP information. Average equity is calculated as the arithmetic average on a monthly basis for the stated periods.

In order for the bonus pool to be funded at the full potential levels (i.e. 100% of all bonus potentials), the Company would have to achieve an Operating ROE of at least 14%. This level was established with reference to our 2009 business plan, but also included an element of “stretch” in so far as it would not deliver on target funding unless the 2009 Operating ROE was 14% or greater. We believe that such returns over the long term would be attractive to investors. The Compensation Committee also determined that the bonus pool in respect of 2009 would fund at 100% of the sum of all eligible participants’ potential bonuses at the target Operating ROE for 2009 of 14%, with a range of funding from 50% of such sum (for Operating ROE of 7%) to 140% of such sum (for Operating ROE of 20% or more). The amounts below and above the target are determined through straight-line interpolation. The bonus pool available to our NEOs and employees does not automatically fund if the Operating ROE is below 7%, and the plan retains an element of discretion for exceptional circumstances enabling the Compensation Committee to apply its judgment where the formula may produce a funding level that is not representative of absolute and relative corporate performance.

The annual bonus component of compensation is intended to encourage all management and staff to work to improve the overall performance of the Company as measured by Operating ROE. Each employee is allocated a ‘bonus potential’ which expresses the amount of bonus they should expect to receive if the Company, the team to which they belong and they as individuals perform well. While individual bonus entitlements are not capped, there is a cap on the total bonus payable in any one year. The annual bonus awards for each of our NEOs in recent years are illustrated in the table below (1):


			Bonus
Name and Principal Position	Year		Potential%			Target ($)		Actual ($)		% of Base			% of Target

Christopher O’Kane,		2009		150	%	$	1,128,240	$	2,256,480		300	%		200	%
Chief Executive Officer		2008		150	%	$	1,250,370	$	0		0	%		0	%
		2007		150	%	$	1,249,123	$	1,501,358		180	%		120	%
Richard Houghton,		2009		100	%	$	564,120	$	902,592		160	%		160	%
Chief Financial Officer(2)		2008		100	%	$	648,340	$	0		0	%		0	%
		2007		100	%	$	640,576	$	500,453		78	%		78	%
Julian Cusack,		2009		100	%	$	564,120	$	902,592		160	%		160	%
Chief Risk Officer(3)		2008		100	%	$	648,340	$	0		0	%		0	%
		2007		60	%	$	187,200	$	625,000		200	%		334	%
Brian Boornazian,		2009		135	%	$	675,000	$	1,350,000		270	%		200	%
CEO of Aspen Reinsurance		2008		135	%	$	634,500	$	245,000		52	%		39	%
		2007		135	%	$	594,000	$	800,000		182	%		135	%
James Few,		2009		115	%	$	546,250	$	1,092,500		230	%		200	%
President of Aspen		2008		115	%	$	517,500	$	205,000		46	%		40	%
Reinsurance		2007		115	%	$	506,000	$	725,000		165	%		143	%


(1)		All compensation information is taken from the Compensation Discussion and Analysis for the year in which the compensation was earned.

(2)		Mr. Houghton joined the company in April 2007. His target bonus reflects a full year’s work; he was guaranteed a minimum bonus of $400,360 as part of his negotiation to join Aspen. The decision was made to exceed Mr. Houghton’s minimum to reflect his strong first eight months with the company.

(3)		In 2007, Mr. Cusack’s role was changed from Group CFO to Chairman and CEO of Aspen Bermuda. The change in role included a decrease in base salary from $412,000 to $312,000 per annum.

Once the bonus pool is established, underwriting and functional teams are allocated portions of the bonus pool based on their team performance as assessed by the CEO. The evaluation takes into consideration risk data in addition to performance data. The risk data available to the CEO includes internal audit reviews, underwriting reviews and reports of compliance breaches. Individuals, including the NEOs, are allocated bonuses based on their individual contribution to the business and their compliance with the Company’s governance and risk control requirements. Accomplishment of set objectives established at the individual’s annual performance review, such as financial goals, enhanced efficiencies, development of talent in their organizations and expense reductions, and any other material achievements are taken into account when

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

Due to the potentially significant external factors impacting our business, where for example our business plan may be reforecast quarterly, any quantitative measures indicated in an individual’s objectives may be adapted after the fact to reflect changes in circumstances. These revisions may occur more than once throughout the year, and the revised plan would be used in the executives’ assessment at year-end instead of the quantification, if any, set out at the beginning of the year. We take this approach in order to ensure that our goals remain fair, relevant and responsive to the complex and dynamic nature of our business and relative to market conditions. In 2009, in response to current market conditions at the time, our annual business plan was updated and as a result some of our NEOs goals and objectives were adapted through the course of the year to recognize changes in our market environment. The appraisal assesses the performance of each employee by reference to a range of objectives and expected behavioral competencies with no formulaic calculation based on revenue or quantitative targets impacting bonus or salary decisions.

In the case of the Chief Executive Officer, the Chairman assesses his performance against the Company’s business plan and other objectives established by the Board and makes compensation recommendations to the Compensation Committee. The Compensation Committee reviews the CEO’s achievements and determines the CEO’s bonus without recommendation from management.

The Compensation Committee reviews management’s approach to distributing the bonus pool and specifically approves the bonuses for the senior executives including the NEOs. We benchmark our bonus targets and payouts with our competitive peer group (listed earlier) and other market data from the surveys referred to earlier, to establish our position in the market. We use this information to assist us in developing a methodology for establishing the size of the bonus pool required for the Company as a whole and to establish individual bonus potentials for all employees, including the Chief Executive Officer and the other NEOs. For 2009, the Compensation Committee established bonus potentials in the range of 100% to 150% of base salary for our NEOs, including our Chief Executive Officer; these levels are unchanged from 2008. The bonus potentials are indicative and do not set a minimum or a maximum limit. For example, in a loss-making year, employees may not get any bonuses. Conversely, in profitable years, employees may receive bonuses in excess of their bonus potentials.

Based on the Company’s achievement of an Operating ROE of 18% in 2009, the size of the bonus pool funding was $35.2 million.

Individual contributions to our corporate goals are taken into consideration through our annual appraisal process, whereby at the outset of each year, objectives are established and achievement of these goals is assessed at the end of each performance year. The 2009 performance objectives for Chris O’Kane, our CEO, were to:

1. Achieve the 2009 business plan within the group’s risk tolerances and underwriting disciplines;

2. Preserve capital, maintain solvency and liquidity;

3. Undertake an evaluation of all business lines to ensure they continue to be relevant for the future of Aspen;

4. Refine underwriting management and control environment procedures and accountabilities to be followed by product heads;

5. Implement the group pricing standard;

6. Undertake a review of the group underwriting structure and enabling functions to ensure an appropriate balance between country/product/legal entity management;

7. Execute our vision for the U.S. market; and

8. Develop a5-year IT strategy, reviewing the current function and assessing existing and future needs.

Mr. O’Kane has a bonus potential of 150% of base salary which for 2009 equated to £720,000 ($1,128,240). He was awarded a bonus of £1,440,000 ($2,256,480) which represents 200% of his bonus potential. This award reflected Mr. O’Kane’s very strong performance against his 2009 objectives, which included substantial achievement of his 2009 business plan objectives; in which the Company delivered a net income Return on Equity (“ROE”) at 18.4% and growth in book value of 21.1%. Mr. O’Kane fully delivered on his objective on capital, solvency and liquidity, restoring balance sheet strength in 2009 and enabling a share buy-back in early 2010. Mr. O’Kane successfully delivered his evaluation of our business lines providing greater focus on commercial disciplines and management and control and embedded a control matrix in each underwriting segment. In addition, Mr. O’Kane successfully implemented the group pricing standard for each line of business, conducted a reorganization of underwriting structure and operating platforms (which was put into effect in January 2010), strengthened the management team with key hires such as Rupert Villers (Head of Financial and Processional Lines Insurance, now CEO of Insurance) and William Murray (President of U.S. Insurance), and undertook a major strategic review of all enabling functions including IT, the outcome of which included a strategy and roadmap for IT for the next three years and changes in senior IT management.

The 2009 performance objectives for Richard Houghton, our Chief Financial Officer included ensuring operating excellence within each of Aspen’s finance teams, which included a continued focus on opportunities to optimize tactical and strategic balance sheet initiatives and to optimize investment returns. Mr. Houghton was also tasked with leading the strategic review of our IT function, restructuring the operating model within our claims areas and improving performance and talent management across the group through his responsibilities for the HR function.

Mr. Houghton has a bonus potential of 100% of base salary which for 2009 equated to £360,000 ($564,120). He was awarded a bonus of £576,000 ($902,592) which represents 160% of his bonus potential. This reflected Mr. Houghton’s contribution in respect of investment return and capital management. Also taken into consideration were the successful reorganizations for the IT and claims functions, as well as the implementation of several successful initiatives within HR.

The 2009 performance objectives for Julian Cusack, our Chief Risk Officer and Chairman and CEO of Aspen Bermuda, included a fundamental review of our strategy, business model, operating structure, cost base governance and risk management. Mr. Cusack was also tasked with further reviews and operating enhancements in the actuarial, legal and risk management functions. Mr. Cusack also supported Mr. O’Kane in delivering his evaluation and review of each of our business lines.

Mr. Cusack has a bonus potential of 100% of base salary which for 2009 equated to £360,000 ($564,120). Mr. Cusack was awarded a bonus of £576,000 ($902,592) which represents 160% of his bonus potential. This reflected Mr. Cusack’s contribution towards the evaluation and review of Aspen’s underwriting lines, as well as his considerable work in respect of the strategic review of our business model, an objective which will be completed in 2010. Mr. Cusack was also recognized for his work in delivering a comprehensive statement of risk tolerances to the Risk Committee and his continued strengthening of the actuarial and risk management functions, including the formation of a separate capital risk team in 2009 and a successful reorganization within the legal and compliance teams.

The 2009 performance objectives for Brian Boornazian, CEO of Aspen Reinsurance, included achieving a consistent underwriting approach across all reinsurance lines and the delivery of the 2009 reinsurance business plan. In addition, in his role as Chairman of our U.S. Executive Committee, Mr. Boornazian, working in conjunction with colleagues, was responsible for focusing on our U.S. reinsurance and insurance strategy. Mr. Boornazian was also tasked with a continued focus on marketing efforts with key clients and external constituents.

Mr. Boornazian has a bonus potential of 135% of his base salary, which equates to $675,000. He was awarded $1,350,000 or 200% of his potential for 2009. This award reflected his exceptional performance in 2009 which included reinsurance underwriting profit of $265.2 million and positive results in respect of

underwriting quality reviews and compliance data. This award also recognized Mr. Boornazian’s contribution to our U.S. operations as a whole, and his role in marketing to key clients and his positive contributions in presentations with investors and external constituents.

The 2009 performance objectives for James Few, President of Aspen Reinsurance, included the delivery of the 2009 business plan for the property reinsurance segment, which included various elements relating to the performance of this segment, such as the effective management of his team, a consistent underwriting approach for all property reinsurance teams, his continued marketing efforts in respect of key clients, the improvement of operating efficiencies and the identification and development of a reinsurance talent.

Mr. Few has a bonus potential of 115% of his base salary, which equates to $546,250. He was awarded a bonus of $1,092,500 or 200% of his target for 2009. This reflected his strong 2009 performance, which included the property reinsurance segment exceeding business plan to deliver $248.4 million in underwriting profit. In addition, Mr. Few was responsible for the successful ongoing development of capability within the global property reinsurance team, including the appointment of a Head of Property Reinsurance in Bermuda, the expansion of the Singapore team to include property treaty underwriting and the planned expansion of property facultative underwriting in Germany.

Equity Compensation

We believe that a substantial portion of each NEOs compensation should be in the form of equity awards and that such awards serve to align the interests of NEOs and our shareholders. The opportunities for executives to build wealth through stock ownership both attract talent to the organization and also contribute to retaining that talent. Vesting schedules require executives to stay with the organization for defined periods before they are eligible to exercise options or receive shares. Performance conditions are used to ensure that the share awards are linked to the performance of the business. Equity awards to our NEOs are made pursuant to the Aspen Insurance Holdings Limited 2003 Share Incentive Plan, as amended (“2003 Share Incentive Plan”).

Long-Term Incentive Awards. The Company operates a Long Term Incentive Plan (“LTIP”) for key employees under which annual grants are made. We have traditionally used a combination of both performance shares and options for LTIP grants. As with 2008, in 2009 the Compensation Committee approved grants of performance shares solely. We believe that performance shares provide stronger retention for executives across the cycle and provide strong incentives for executives to meet the performance conditions required for vesting. We believe that shares should remain subject to performance criteria to ensure that executives do not receive share awards if the business does not achieve pre-determined levels of performance. The performance criteria are based on a carefully considered business plan. In conjunction with views expressed by their Compensation Consultants, the Compensation Committee are in agreement that the criteria does not cause executives to take undue risks or be careless in their actions for longer term gain.

Employees are considered eligible for a long-term incentive award based on seniority, performance and their longer-term potential. Eligible employees are allocated to one of five categories and target award levels have been established for each category.

The number of performance shares and any other awards available for grant each year are determined by the Compensation Committee. The Compensation Committee takes into account the number of available shares remaining under the 2003 Share Incentive Plan, the number of employees who will be participating in the plan, market data from competitors in respect of the percentage of outstanding shares made available for annual grants to employees and the need to retain and motivate key employees. In 2009, 912,919 performance shares were granted. Performance share awards were made by grant value to all NEOs. In total, we granted performance share awards to 139 employees.

As with awards granted in 2008, the performance shares granted in 2009 are subject to a three-year vesting period with a separate annual ROE test for each year. One-third of the grant will be eligible for vesting each year. In response to the economic environment on our business model and to ensure that the targets for our long-term incentive plan involve a degree of stretch, but are not set at levels which are unlikely to be

reached or that may cause individuals to focus on top line results that could create a greater risk to the Company, the Compensation Committee agreed to establish the performance criteria for performance share awards made in 2009 at a lower threshold than those awarded in 2008. The 2009 criteria are as follows:


	•	if the ROE achieved in any given year is less than 7%, then the portion of the performance shares subject to the conditions of that year will be forfeited;

	•	if the ROE achieved in any given year is between 7% and 12%, then the percentage of the performance shares eligible for vesting in that year will be between 10%-100% on a straight-line basis;

	•	if the ROE achieved in any given year is between 12% and 22%, then the percentage of the performance shares eligible for vesting in that year will be between 100%-200% on a straight-line basis; provided however that if the ROE for such year is greater than 12% and the average ROE for such year and the previous year is less than 7%, then only 100% of the shares eligible for vesting in such year shall vest.

Awards deemed to be eligible for vesting (i.e. with achievement of 7% ROE or more) will be “banked” and all shares which ultimately vest will be issued following the completion of the three-year vesting period and approval of the 2011 ROE. The performance share awards are designed to reward executives based on the Company’s performance. By ensuring that a minimum 7% ROE threshold is established before shares can be banked, we ensure executives are not rewarded for a performance that is below the cost of capital. On the other hand, if we achieve an ROE above 12%, executives are rewarded and will bank additional shares. This approach aligns executives with the interests of shareholders and encourages management to focus on delivering strong results. A cap of 22% ROE is seen as a responsible maximum in the current environment, given that returns above such a level may require a level of risk-taking beyond the parameters of our business model.

With respect to the 2009 performance shares, of the one-third of the grant subject to the 2009 ROE test, 164% are eligible for vesting based on our 2009 ROE of 18.4% and as such 507,390 shares will be deemed eligible for vesting and “banked” (subject to forfeitures for departing employees under the terms of the awards).

The outcomes of the performance tests on our current performance share plans are illustrated in the table below.


Year	2007			2008			2009			2010		2011

Threshold ROE		10	%		10	%		7	%		—		—
Target ROE		15	%		15	%		12	%		—		—
Actual ROE		21.6	%		3.3	%		18.4	%		—		—
2007 Performance share awards(1)		166	%		0	%		134	%		—		—
2008 Performance share awards(2)		—			0	%		134	%		—		—
2009 Performance share awards(2)		—			—			164	%		—		—


(1)		Represents annual performance test; percentage to be applied to 25% of the original for grant

(2)		Represents annual performance test; percentage to be applied to 33.3% of the original for grant

The grants for the NEOs under the LTIP were as follows (fair values of the awards have been calculated in accordance with FASB ASC Topic 718):

Chris O’Kane, our Chief Executive Officer, was awarded 125,628 performance shares with a fair value of $2,792,710. In determining this award, the Compensation Committee considered Mr. O’Kane’s recent LTIP grants and the level of awards still to vest and agreed that Mr. O’Kane was critical to the long-term success of the Company, and that it was therefore important to act to motivate and retain Mr. O’Kane’s services. On this basis, the Compensation Committee determined that the level of the 2009 award be deemed above the long-term grant level. In addition the Compensation Committee also took into account that this level of award was close to the median ($2,937,208) of the 2008 U.S./Bermuda peer group proxy data awards to Chief Executive

Officers, but above the upper quartile ($606,000) of the U.K. peer group, and was therefore reasonable and competitive.

Richard Houghton, our Chief Financial Officer, was awarded 41,876 performance shares with a fair value of $930,903. This award is reflective of Mr. Houghton’s level of seniority in the Company and his performance to date. The Compensation Committee also recognized that the level of unvested stock holdings and tie-in for Mr. Houghton was relatively modest. Consideration was also given to the decision not to award a 2008 bonus to Mr. Houghton due to the Company’s 2008 performance, with a view that it was important to motivate and retain Mr. Houghton for the longer term. As a result, the Compensation Committee agreed that the level of the award made to Mr. Houghton in 2009 be deemed exceptional and one-off in nature.

Julian Cusack, our Chief Risk Officer and Chairman and CEO of Aspen Bermuda, was awarded 62,814 performance shares with a fair value of $1,396,355. This award was in recognition of Mr. Cusack’s knowledge and superior ability to look at strategic initiatives for the Company. The award was designed to retain Mr. Cusack in his dual role (formerly, Chief Operating Officer and Chairman and CEO of Aspen Bermuda, and presently Chief Risk Officer and Chairman and CEO of Aspen Bermuda). Mr. Cusack’s award was benchmarked against the positions of Chief Operating Officer for both U.K. and U.S./Bermuda proxy data, and Division CEO (his Bermuda role) all of which reflect the award at above the upper quartile. Taking the above into consideration, the Compensation Committee agreed that the award to Mr. Cusack in 2009 was warranted, but deemed exceptional and one-off in nature.

Brian Boornazian, CEO of Aspen Reinsurance, was awarded 52,345 performance shares with a fair value of $1,163,629. This award reflected Mr. Boornazian’s strong contribution to the Company’s reinsurance operations and his continued value to the business of the Company in the long-term. Mr. Boornazian’s award was just above the median in comparison to 2008 U.S./Bermuda peer group proxy data. The Committee agreed that an award at this level was appropriate, although exceptional reflecting the Company’s desire to retain Mr. Boornazian for the longer term.

James Few, President of Aspen Reinsurance, was awarded 52,345 performance shares with a fair value of $1,163,629. This award reflected Mr. Few’s leadership of the property reinsurance segment globally and its contribution to 2008 performance as well as his performance in respect of strategic business development initiatives. The Compensation Committee also recognized that Mr. Few is a highly marketable executive, who the Company wishes to retain. The approved award is at the median in comparison to 2008 U.S./Bermuda peer group proxy data. The Committee agreed that an award at this level was appropriate, although exceptional.

While the bulk of our performance share awards to NEOs have historically been made pursuant to our annual grant program, the Compensation Committee retains the discretion to make additional awards at other times, in connection with the initial hiring of a new officer, for retention purposes or otherwise. We refer to such grants as “ad hoc” awards. No “ad hoc” grants were made to NEOs in 2009 and is described below.

Other Stock Grants. The Company awards time-vesting restricted share units (“RSUs”) selectively to employees under certain circumstances. RSUs vest solely based on continued service and are not subject to performance conditions. Typically, RSUs are used to compensate newly hired executives for loss of stock value from awards that were forfeited when they left their previous company. The RSUs granted vest in one-third tranches over three years.

Employee Stock Purchase Plans. Plans were established following shareholder approval for an Employee Share Purchase Plan, a U.K. Sharesave Plan and an International Plan. Alongside employees, NEOs are eligible to participate in the appropriate plan in operation in their country of residence. Participation in the plans is entirely optional.

Messrs. O’Kane and Houghton participate in the U.K. Sharesave Plan, whereby they save up to £250 per month over a three-year period, at the end of which they will be eligible to purchase Company shares at the option price of £11.74 ($18.90) (the price was determined based on the average of the highest and lowest stock price on November 4, 2008).

Messrs. Boornazian and Few participate in the Employee Share Purchase Plan, whereby they can save up to $500 per month over a two-year period, at the end of which they will be eligible to purchase Company shares at the option price of $16.08 (the price was determined on based on the average of the highest and lowest stock price on December 4, 2008).

Mr. Cusack elected not to participate in the plan.

Stock Ownership Guidelines. The Compensation Committee approved the introduction of more stringent stock ownership guidelines for senior executives in 2008. These guidelines are intended to work in conjunction with our established “Policy on Insider Trading and Misuse of Inside Information”, which among other things, prohibits buying or selling puts or call, pledging of shares, short sales and trading of Company shares on a short term basis. The Stock Ownership guidelines apply to all members of the Group Executive Committee and adhere to the following key principles:


	•	All Company shares owned by Group Executive Committee members will be held in own name or joint with spouse;

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

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

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

	•	The Compensation Committee will be informed on a quarterly basis of all trading of stock by all Aspen employees;

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

	•	It is prohibited for Company shares to be used as collateral for loans, purchasing of Company stock on margin or pledging Company stock in a margin account; and

	•	The Chief Executive Officer should inform the Chairman of any decision to sell stock.

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


	•	the amount of stock that an executive holds, the duration of the period over which that stock has been held and the amount of stock being requested to be sold;

	•	the nature of the role held by the executive;

	•	any reasons related to hardship, retirement planning, divorce etc. that would make a sale of stock required;

	•	the history of trading by the executive;

	•	the remaining stock holdings left after the sale; and

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

Benefits and Perquisites

Perquisites. Our Bermudian-based NEOs receive various perquisites provided by or paid by the Company. James Few, Head of Property Reinsurance and President, Aspen Re, and Julian Cusack, our Chief Risk Officer and Chairman and CEO of Bermuda, operate outside of their home country and are based in Bermuda. They are provided with the perquisites outlined below, which are consistent with competitive practices in the Bermuda market and have been necessary for recruitment and retention purposes.


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

	•	Club Membership. This benefit is common practice in the Bermudian market place and enables the expatriate to settle into the community. It also has the benefit of enabling our NEOs to establish social networks with clients and executives in our industry in furtherance of our business.

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

Change in Control and Severance Benefits

In General. We provide the opportunity for certain of our NEOs to be protected under the severance and change in control provisions contained in their employment agreements. We provide this opportunity to attract and retain an appropriate caliber of talent for the position. Our severance and change in control provisions for the named executive officers are summarized in “— Employment Agreements” and “— Potential Payments upon Termination or Change in Control.”

EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth, for the years ended December 31, 2009, 2008 and 2007 the compensation for services in all capacities earned by the Company’s Chief Executive Officer, Chief Financial Officer and its next three most highly compensated executive officers. These individuals are referred to as the “named executive officers.”

Summary Compensation Table (1)


											Change in
											Pension Value
											and
											Nonqualified
							Stock		Option		Deferred		All Other
			Salary		Bonus		Awards		Awards		Compensation		Compensation
Name and Principal Position	Year		($)(2)		($)(3)		($)(4)		($)(5)		Earnings ($)		($)		Total ($)

Christopher O’Kane,		2009	$	740,408	$	2,256,480	$	2,792,710		—		—	$	133,273	$	5,922,871
Chief Executive		2008	$	817,835		—	$	1,405,257		—		—	$	147,210	$	2,370,302
Officer(6)		2007	$	824,746	$	1,501,358	$	1,397,333	$	466,414		—	$	148,454	$	4,338,305
Richard Houghton,		2009	$	560,203	$	902,592	$	930,903		—			$	79,248	$	2,472,946
Chief Financial		2008	$	631,359		—	$	655,783		—		—	$	88,390	$	1,375,532
Officer(7)		2007	$	429,518	$	500,453	$	456,770	$	74,626		—	$	60,132	$	1,521,499
Julian Cusack,		2009	$	560,203	$	902,592	$	1,396,355		—		—	$	426,239	$	3,285,389
Chief Risk Officer(8)		2008	$	534,569		—	$	655,783		—		—	$	460,235	$	1,650,587
		2007	$	376,331	$	625,000	$	349,346	$	116,604		—	$	233,517	$	1,700,798
Brian Boornazian,		2009	$	492,500	$	1,350,000	$	1,163,629		—		—	$	31,434	$	3,037,563
CEO of Aspen		2008	$	462,500	$	245,000	$	702,628		—		—	$	31,916	$	1,442,044
Reinsurance(9)		2007	$	436,250	$	800,000	$	838,415	$	279,850		—	$	24,854	$	2,379,369
James Few,		2009	$	468,750	$	1,092,500	$	1,163,629		—		—	$	289,032	$	3,013,911
President of Aspen		2008	$	446,667	$	205,000	$	930,903		—		—	$	281,523	$	1,864,093
Reinsurance(10)		2007	$	434,999	$	725,000	$	768,541	$	256,525		—	$	275,191	$	2,460,256


(1)		Unless otherwise indicated, compensation payments paid in British Pounds have been translated into U.S. Dollars at the average exchange rate of $1.567 to £1, $1.8524 to £1 and $2.0018 to £1 for 2009, 2008 and 2007, respectively.


(2)		The salaries provided represent earned salaries.

(3)		For a description of our bonus plan, see “Compensation Discussion and Analysis — Cash Compensation — Annual Cash Bonuses” above.

(4)		Consists of performance share awards and/or restricted share units, as applicable. Valuation is based on the grant date fair values of the awards calculated in accordance with FASB ASC Topic 718, without regard to forfeiture assumptions. The award’s potential maximum value, assuming the highest level of performance conditions are met $5,250,302, $1,750,098, $2,625,151, $2,187,628 and $2,187,628 for Messrs. O’Kane, Houghton, Cusack, Boornazian and Few, respectively.

(5)		Consists of stock options. Valuation is based on the grant date fair values of the awards calculated in accordance with FASB ASC Topic 718, without regard to forfeiture assumptions. Please refer to Note 16 of our financial statements for the assumptions made with respect to our performance share and option awards. For a description of the forfeitures during the year, see “Outstanding Equity Awards at Fiscal Year-End” below.

(6)		Mr. O’Kane’s compensation was paid in British Pounds. With respect to “All Other Compensation,” this consists of the Company’s contribution to the pension plan of $133,273, $147,210 and $148,454 in 2009, 2008 and 2007, respectively.

(7)		Mr. Houghton’s compensation was paid in British Pounds. For 2007, the salary reflects Mr. Houghton’s pro rated salary from his commencement date on April 30, 2007 and the bonus amount in 2007 includes a minimum guaranteed bonus of £200,000. With respect to “All Other Compensation” this consists of the Company’s contribution to the pension plan of $79,248, $88,390 and $60,132 in 2009, 2008 and 2007, respectively.

(8)		For 2008, Mr. Cusack was paid in U.S. Dollars until May 2008. Starting in May 2008, per his new employment agreement, he was paid in British Pounds except for £70,000 which were paid in U.S. Dollars and converted at the applicable exchange rate at the time of payment. For 2009, Mr. Cusack was paid on the same basis except for £72,000 which were paid in U.S. Dollars. For purposes of this table, we have used the average exchange rate from May 1, 2008 to December 31, 2008 of $1.7896:£1 in respect of his salary paid in British Pounds in 2008. For 2007, Mr. Cusack’s compensation was paid in U.S. Dollars, except for £12,500. With respect to “All Other Compensation,” this includes (i) a housing allowance in Bermuda of $180,000, $180,000 and $165,000 for 2009, 2008 and 2007, respectively, (ii) home leave travel expenses for Mr. Cusack and his family of $7,329, $28,400 and $9,321, for 2009, 2008 and 2007, respectively, (iii) a payroll tax contribution in an amount of $13,875, $11,163 and $16,602, for 2009, 2008 and 2007, respectively, (iv) club membership fees of $7,350, $7,000 and $3,150 for 2009, 2008 and 2007, respectively, (v) the Company’s contribution to the pension plan of $112,041, $111,946 and $39,444 for 2009, 2008 and 2007, respectively, (vi) a taxgross-up payment in respect of Mr. Cusack’s housing allowance of $101,511 and $114,193 for 2009 and 2008, respectively and (vii) a taxgross-up in respect of Mr. Cusack’s home leave of $4,134 and $7,534 for 2009 and 2008, respectively.

(9)		Mr. Boornazian’s compensation was paid in U.S. Dollars. With respect to “All Other Compensation,” this consists of (i) the Company’s contribution to the 401(K) plan (consisting of profit sharing and matching contributions) of $21,300, $20,700 and $20,000 for 2009, 2008 and 2007, respectively, (ii) additional premium paid of $3,778, $4,856 and $4,854 for 2009, 2008, 2007 and 2006, respectively for additional life insurance and disability benefits and (iii) club membership fees of $6,356 and $6,360 for 2009 and 2008, respectively.

(10)		Mr. Few’s compensation was paid in U.S. Dollars. With respect to “All Other Compensation,” this includes (i) a housing allowance in Bermuda of $180,000 for each of 2009, 2008 and 2007, (ii) home leave travel expenses for Mr. Few’s family of $29,286, $31,403 and $27,923 for 2009, 2008 and 2007, respectively, (iii) a payroll tax contribution in an amount of $16,625, $11,163 and $16,602 for 2009, 2008 and 2007, respectively, (iv) club membership fees of $7,350, $5,121 and $8,776 for 2009, 2008 and 2007, respectively, and (v) the Company’s contribution to the pension plan of $55,771, $53,837 and $41,890 for 2009, 2008 and 2007, respectively.

Grants of Plan-Based Awards

The following table sets forth information concerning grants of options to purchase ordinary shares and other awards granted during the twelve months ended December 31, 2009 to the named executive officers:


													Grant Date
					Estimated Future Payout Under						Closing Price		Fair Value
					Equity Incentive Plan Awards						on Date		of Stock
	Grant		Approval		Threshold		Target		Maximum		of Grant		Awards
Name	Date(1)		Date(1)		(#)(2)		(#)(2)		(#)(3)		($)		(#)(4)

Christopher O’Kane		05/01/2009		04/28/2009		0		125,628		236,181	$	23.70	$	2,792,710
Richard Houghton		05/01/2009		04/28/2009		0		41,876		78,727	$	23.70	$	930,903
Julian Cusack		05/01/2009		04/28/2009		0		62,814		118,090	$	23.70	$	1,396,355
Brian Boornazian		05/01/2009		04/28/2009		0		52,345		98,409	$	23.70	$	1,163,629
James Few		05/01/2009		04/28/2009		0		52,345		98,409	$	23.70	$	1,163,629


(1)		In 2007, we adopted a policy whereby the Compensation Committee approves annual grants at a regularly scheduled meeting. However, if such a meeting takes place while the Company is in a close period (i.e., prior to the release of our quarterly or yearly earnings), the grant date will be the day on which our close period ends. The approval date of April 28, 2009 was during our close period, and therefore the grant date was May 1, 2009, the day our close period ended.

		In respect of ad hoc grants of RSUs (if not in a close period), in particular with respect to new hires, the grant date is the later of (i) the date on which the Compensation Committee approves the grant or (ii) the date on which the employee commences employment with the Company.

(2)		Under the terms of the 2009 performance share awards, one-third of the grant is eligible for vesting each year. In any given year, if the ROE is less than 7%, then the portion of the grant for such year will not vest and is forfeited. If the ROE is between 7% and 12%, the percentage of the performance shares eligible for vesting in that year will be between 10% and 100% on a straight-line basis. If the ROE is between 12% and 22%, then the percentage of the performance shares eligible for vesting in that year will be between 100% and 200% on a straight-line basis. If in any given year, the shares eligible for vesting are greater than 100% for the portion of such year’s grant (i.e., the ROE was greater than 12% in such year) and the average ROE over such year and the preceding year is less than 7%, then only 100% of the shares that are eligible for vesting in such year shall vest. The amounts provided represent 100% of the performance shares vested at an ROE of 12% each year. For a more detailed description of our performance share awards granted in 2009, refer to “Narrative Description of Summary Compensation and Grants of Plan-Based Awards — Share Incentive Plan — 2009 Performance Share Awards” below.

(3)		Amounts provided represent 164% vesting in respect of one-third of the initial grant as our ROE for 2009 was 18.4%, and assumes a vesting of 200% for the remaining two-thirds of the performance shares at an ROE of 22% each year.

(4)		Valuation is based on the grant date fair value of the awards calculated in accordance with FASB ASC Topic 718, without regard to forfeiture assumptions, which is $22.23 for the performance shares granted on May 1, 2009. Refer to Note 16 of our financial statements for the assumptions made with respect to our performance share awards.

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

Share Incentive Plan

We have adopted the Aspen Insurance Holdings Limited 2003 Share Incentive Plan, as amended (the “2003 Share Incentive Plan”) to aid us in recruiting and retaining key employees and directors and to motivate such employees and directors. The 2003 Share Incentive Plan was amended at our annual general meeting in 2005 to increase the number of shares that can be issued under the plan. The total number of ordinary shares that may be issued under the 2003 Share Incentive Plan is 9,476,553. On February 5, 2008, the Compensation Committee of the Board approved an amendment to the 2003 Share Incentive Plan providing delegated authority to subcommittees or individuals to grant restricted share units to individuals who are not “insiders”

subject to Section 16(b) of the Exchange Act or are not expected to be “covered persons” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.

The 2003 Share Incentive Plan provides for the grant to selected employees and non-employee directors of share options, share appreciation rights, restricted shares and other share-based awards. The shares subject to initial grant of options (the “initial grant options”) represented an aggregate of 5.75% of our ordinary shares on a fully diluted basis (3,884,030 shares), assuming the exercise of all outstanding options issued to Wellington and the Names’ Trustee. In addition, an aggregate of 2.5% of our ordinary shares on a fully diluted basis (1,840,540 shares), were reserved for additional grant or issuance of share options, share appreciation rights, restricted sharesand/or other share-based awards as and when determined in the sole discretion of our Board or the Compensation Committee. No award may be granted under the 2003 Share Incentive Plan after the tenth anniversary of its effective date. The 2003 Share Incentive Plan provides for equitable adjustment of affected terms of the plan and outstanding awards in the event of any change in the outstanding ordinary shares by reason of any share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination or transaction or exchange of shares or other corporate exchange, or any distribution to shareholders of shares other than regular cash dividends or any similar transaction. In the event of a change in control (as defined in the 2003 Share Incentive Plan), our Board or the Compensation Committee may accelerate, vest or cause the restrictions to lapse with respect to, all or any portion of an award (except that shares subject to the initial grant options shall vest); or cancel awards for fair value; or provide for the issuance of substitute awards that substantially preserve the terms of any affected awards; or provide that for a period of at least 15 days prior to the change in control share options will be exercisable and that upon the occurrence of the change in control, such options shall terminate and be of no further force and effect.

Initial Options. The initial grant options have a term of ten years and an exercise price of $16.20 per share, which price was calculated based on 109% of the calculated fair market value of our ordinary shares as of May 29, 2003 and was determined by an independent consultant. Sixty-five percent (65%) of the initial grant options are subject to time-based vesting with 20% vesting upon grant and 20% vesting on each December 31 of calendar years 2003, 2004, 2005 and 2006. The remaining 35% of the initial grant options are subject to performance-based vesting determined by achievement of ROE targets, and subject to achieving a threshold combined ratio target, in each case, over the applicable one or two-year performance period. Initial grant options that do not vest based on the applicable performance targets may vest in later years to the extent performance in such years exceeds 100% of the applicable targets, and in any event, any unvested and outstanding performance-based initial grant options will become vested on December 31, 2009. Upon termination of a participant’s employment, any unvested options shall be forfeited, except that if the termination is due to death or disability (as defined in the option agreement), the time-based portion of the initial grant options shall vest to the extent such option would have otherwise become vested within 12 months immediately succeeding such termination due to death or disability. Upon termination of employment, vested initial grant options will be exercisable, subject to expiration of the options, until (i) the first anniversary of termination due to death or disability or, for nine members of senior management, without cause or for good reason (as those terms are defined in the option agreement), (ii) six months following termination without cause or for good reason for all other participants, (iii) three months following termination by the participant for any reason other than those stated in (i) or (ii) above or (iv) the date of termination for cause. As provided in the 2003 Share Incentive Plan, in the event of a change in control unvested and outstanding initial grant options shall immediately become fully vested. As at December 31, 2009, all of the options have vested.

The initial grant options may be exercised by payment in cash or its equivalent, in ordinary shares, in a combination of cash and ordinary shares, or by broker-assisted cashless exercise. The initial grant options are not transferable by a participant during his or her lifetime other than to family members, family trusts, and family partnerships.

2004 Options. In 2004, we granted a total of 500,113 nonqualified stock options to various employees of the Company. Each nonqualified stock option represents the right and option to purchase, on the terms and conditions set forth in the agreement evidencing the grant, ordinary shares of the Company, par value 0.15144558 cent per share. The exercise price of the shares subject to the option is $24.44 per share, which as determined by the 2003 Share Incentive Plan is based on the arithmetic mean of the high and low prices of the

ordinary shares on the grant date as reported by the NYSE. Of the total grant of 2004 options, 51.48% have vested. The remaining amounts have been forfeited due to the performance targets not being met.

2005 Options. On March 3, 2005, we granted an aggregate of 512,172 nonqualified stock options. The exercise price of the shares subject to the option is $25.88 per share, which as determined by the 2003 Share Incentive Plan is based on the arithmetic mean of the high and low prices of the ordinary shares on the grant date as reported by the NYSE. We also granted an additional 13,709 nonqualified stock options during 2005; the exercise price of those shares varied from $25.28 to $26.46. The ROE target was not met in 2005, and as a result, all granted options have been forfeited.

2006 Options. On February 16, 2006, we granted an aggregate of 1,072,490 nonqualified stock options. The exercise price of the shares subject to the option is $23.65 per share, which as determined by the 2003 Share Incentive Plan is based on the arithmetic mean of the high and low prices of the ordinary shares on February 17, 2006 as reported by the NYSE. We granted an additional 142,158 options on August 4, 2006, for an exercise price of $23.19. Of the total grant, 92.2% have vested, with the remaining amounts forfeited due to performance targets not being met.

2007 Options. On May 1, 2007, the Compensation Committee approved a grant of an aggregate of 607,641 nonqualified stock options with a grant date of May 4, 2007. The exercise price of the shares subject to the option is $27.28 per share, which as determined by the 2003 Share Incentive Plan is based on the arithmetic mean of the high and low prices of the ordinary shares on May 4, 2007 as reported by the NYSE. The Compensation Committee granted an additional 15,198 options on October 22, 2007, for an exercise price of $27.52.

The options will become fully vested and exercisable upon the third anniversary of the date of grant, subject to the optionee’s continued employment with the Company (and lack of notice of resignation or termination). The option grants are not subject to performance conditions. If the optionee’s employment with the Company is terminated for any reason, the option shall, to the extent not then vested, be canceled by the Company without consideration and if the option has vested, it shall be exercisable, as set forth below. However, in the event the optionee is terminated for cause (as defined in the option agreement), the vested option shall be immediately canceled without consideration to the extent not previously exercised.

Once the options are exercisable, the optionee may exercise all or any part of the vested option at any time prior to the earliest to occur of (i) the seventh anniversary of the date of grant, (ii) the first anniversary of the optionee’s termination of employment due to death or disability (as defined in the option agreement), (iii) the first anniversary of the optionee’s termination of employment by the Company without cause (for any reason other than due to death or disability), (iv) three months following the date of the optionee’s termination of employment by the optionee for any reason (other than due to death or disability), or (v) the date of the optionee’s termination of employment by the Company for cause (as defined in the option agreement).

Restricted Share Units. In 2007, we granted 120,387 RSUs to our employees which vest in one-third tranches over three years. In 2008, we granted 67,290 RSUs to our employees which vest in one-third tranches over three years. In 2009, we granted 97,389 RSUs to our employees which vest in one-third tranches over three years. Vesting of a participant’s units may be accelerated, however, if the participant’s employment with the Company and its subsidiaries is terminated without cause (as defined in such participant’s award agreement), on account of the participant’s death or disability (as defined in such participant’s award agreement), or, with respect to some of the participants, by the participant with good reason (as defined in such participant’s award agreement). Participants will be paid one ordinary share for each unit that vests as soon as practicable following the vesting date.

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

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

2004 Performance Share Awards. On December 22, 2004, we granted an aggregate of 150,074 performance share awards to various employees of the Company. Each performance share award represents the right to receive, on the terms and conditions set forth in the agreement evidencing the award, a specified number of ordinary shares of the Company, par value 0.15144558 cent per share. Payment of performance shares is contingent upon the achievement of specified ROE targets. With respect to the 2004 performance share awards, 17.16% of the total grant has vested. The remainder of the 2004 performance share grants was forfeited due to the non-achievement of performance targets.

2005 Performance Share Awards. On March 3, 2005, we granted an aggregate of 123,002 performance share awards to various officers and other employees and an additional 8,225 performance share awards were granted in 2005. Each performance share award represents the right to receive, on the terms and conditions set forth in the agreement evidencing the award, a specified number of ordinary shares of the Company, par value 0.15144558 cent per share. Payment of performance shares is contingent upon the achievement of specified ROE targets. All 2005 performance share awards were forfeited as the performance targets were not met.

2006 Performance Share Awards. On February 16, 2006, we granted an aggregate of 316,912 performance share awards to various officers and other employees. We granted an additional 1,042 performance share awards on August 4, 2006. Each performance share award represents the right to receive, on the terms and conditions set forth in the agreement evidencing the award, a specified number of ordinary shares of the Company, par value 0.15144558 cent per share. Payment of performance shares is contingent upon the achievement of specified ROE targets. Of the total grant, 92.2% have vested, with the remaining amounts forfeited due to performance targets not being met.

2007 Performance Share Awards. On May 1, 2007, the Compensation Committee approved a grant of an aggregate of 427,796 performance share awards with a grant date of May 4, 2007. The Compensation Committee granted an additional 11,407 performance shares with a grant date of October 22, 2007. Each performance share award represents the right to receive, on the terms and conditions set forth in the agreement evidencing the award, a specified number of ordinary shares of the Company, par value 0.15144558 cent per share. Payment of performance shares is contingent upon the achievement of specified ROE targets.

One-quarter (1/4) of the performance shares will become eligible for vesting upon the later of (i) the date the Company’s outside auditors complete the audit of the Company’s financial statements containing the information necessary to compute its ROE for the fiscal year ended December 31, 2007, or (ii) the date such ROE is approved by the Board or an authorized committee thereof (the “2007 Performance Award”). No performance shares will become eligible for vesting for the 2007 Performance Award if the ROE for the 2007 fiscal year is less than 10%. If the Company’s ROE for the 2007 fiscal year is between 10% and 15%, then 10% to 100% of the 2007 Performance Award will be eligible for vesting on a straight-line basis. If the ROE for the 2007 fiscal year is between 15% and 25%, then 100% to 200% of the 2007 Performance Award will become eligible for vesting on a straight-line basis. There is no additional vesting if the 2007 ROE is greater than 25%. Based on the achievement of a 2007 ROE of 21.6%, 166% of one-quarter of the 2007 performance share awards is eligible for vesting.

One-quarter (1/4) of the performance shares will become eligible for vesting upon the later of (i) the date the Company’s outside auditors complete the audit of the Company’s financial statements containing the information necessary to compute its ROE for the fiscal year ended December 31, 2008, or (ii) the date such ROE is approved by the Board or an authorized committee thereof (the “2008 Performance Award”). No performance shares will become eligible for vesting for the 2008 Performance Award if the ROE for the 2008 fiscal year is less than 10%. If the Company’s ROE for the 2008 fiscal year is between 10% and 15%, then 10% to 100% of the 2008 Performance Award will be eligible for vesting on a straight-line basis. If the ROE for the 2008 fiscal year is between 15% and 25%, then 100% to 200% of the 2008 Performance Award will become eligible for vesting on a straight-line basis. There is no additional vesting if the 2008 ROE is greater than 25%. Based on the 2008 ROE of 3.3%, one-quarter of the 2007 performance share awards was forfeited.

One-quarter (1/4) of the performance shares will become eligible for vesting upon the later of (i) the date the Company’s outside auditors complete the audit of the Company’s financial statements containing the information necessary to compute its ROE for the fiscal year ended December 31, 2009, or (ii) the date such ROE is approved by the Board or an authorized committee thereof (the “2009 Performance Award”). No performance shares will become eligible for vesting for the 2009 Performance Award if the ROE for the 2009 fiscal year is less than 10%. If the Company’s ROE for the 2009 fiscal year is between 10% and 15%, then 10% to 100% of the 2009 Performance Award will be eligible for vesting on a straight-line basis. If the ROE for the 2009 fiscal year is between 15% and 25%, then 100% to 200% of the 2009 Performance Award will become eligible for vesting on a straight-line basis. There is no additional vesting if the 2009 ROE is greater than 25%. Based on the 2009 ROE of 18.4%, 134% of one-quarter of the 2007 performance share awards is eligible for vesting.

One-quarter (1/4) of the performance shares will become eligible for vesting upon the later of (i) the date the Company’s outside auditors complete the audit of the Company’s financial statements containing the information necessary to compute its ROE for the fiscal year ended December 31, 2010, or (ii) the date such ROE is approved by the Board or an authorized committee thereof (the “2010 Performance Award”). No performance shares will become eligible for vesting for the 2010 Performance Award if the ROE for the 2010 fiscal year is less than 10%. If the Company’s ROE for the 2010 fiscal year is between 10% and 15%, then 10% to 100% of the 2010 Performance Award will be eligible for vesting on a straight-line basis. If the ROE for the 2010 fiscal year is between 15% and 25%, then 100% to 200% of the 2010 Performance Award will become eligible for vesting on a straight-line basis. There is no additional vesting if the 2010 ROE is greater than 25%.

Performance shares which are eligible for vesting, as described above, as part of the 2007 Performance Award, the 2009 Performance Award and the 2010 Performance Award will vest upon the later of (i) the date the Company’s outside auditors complete the audit of the Company’s financial statements containing the information necessary to compute its ROE for the fiscal year ended December 31, 2010, or (ii) the date such 2010 ROE is approved by the Board or an authorized committee thereof, subject to the participant’s continued employment (and lack of notice of resignation or termination) until such date.

Payment of vested performance shares will occur as soon as practicable after the date the performance shares become vested. Participants may be required to pay to the Company, and the Company will have the right to withhold, any applicable withholding taxes in respect of the performance shares. Performance shares may not be assigned, sold or otherwise transferred by participants other than by will or by the laws of descent and distribution.

2008 Performance Share Awards. On April 29, 2008, the Compensation Committee approved a grant of an aggregate of 587,095 performance share awards with a grant date of May 2, 2008. Each performance share award represents the right to receive, on the terms and conditions set forth in the agreement evidencing the award, a specified number of ordinary shares of the Company, par value 0.15144558 cent per share. Payment of performance shares is contingent upon the achievement of specified ROE tests each year.

One-third (1/3) of the performance shares will become eligible for vesting upon the later of (i) the date the Company’s outside auditors complete the audit of the Company’s financial statements containing the information necessary to compute its ROE for the fiscal year ended December 31, 2008, or (ii) the date such ROE is approved by the Board or an authorized committee thereof (the “2008 Performance Award”). No performance shares will become eligible for vesting for the 2008 Performance Award if the ROE for the 2008 fiscal year is less than 10%. If the Company’s ROE for the 2008 fiscal year is between 10% and 15%, then 10% to 100% of the 2008 Performance Award will be eligible for vesting on a straight-line basis. If the ROE for the 2008 fiscal year is between 15% and 25%, then 100% to 200% of the 2008 Performance Award will become eligible for vesting on a straight-line basis. However, if the ROE for the 2008 fiscal year is greater than 15% and the average ROE over 2008 and the immediately preceding fiscal year is less than 10%, then the percentage of eligible shares for vesting will be 100%. If the ROE for the 2008 fiscal year is greater than 15% and the average ROE over 2008 and the immediately preceding fiscal year is 10% or greater, then the percentage of eligible shares for vesting will vest in accordance with the schedule for vesting described above.

There is no additional vesting if the 2008 ROE is greater than 25%. Based on the achievement of a 2008 ROE of 3.3%, none of the 2008 Performance Award is eligible for vesting.

One-third (1/3) of the performance shares will become eligible for vesting upon the later of (i) the date the Company’s outside auditors complete the audit of the Company’s financial statements containing the information necessary to compute its ROE for the fiscal year ended December 31, 2009, or (ii) the date such ROE is approved by the Board or an authorized committee thereof (the “2009 Performance Award”). No performance shares will become eligible for vesting for the 2009 Performance Award if the ROE for the 2009 fiscal year is less than 10%. If the Company’s ROE for the 2009 fiscal year is between 10% and 15%, then 10% to 100% of the 2009 Performance Award will be eligible for vesting on a straight-line basis. If the ROE for the 2009 fiscal year is between 15% and 25%, then 100% to 200% of the 2009 Performance Award will become eligible for vesting on a straight-line basis. However, if the ROE for the 2009 fiscal year is greater than 15% and the average ROE over 2009 and 2008 is less than 10%, then the percentage of eligible shares for vesting will be 100%. If the ROE for the 2009 fiscal year is greater than 15% and the average ROE over 2009 and 2008 is 10% or greater, then the percentage of eligible shares for vesting will vest in accordance with the schedule for vesting described above. There is no additional vesting if the 2009 ROE is greater than 25%. Based on the achievement of a 2009 ROE of 18.4%, 134% of one-third of the 2008 performance share awards is eligible for vesting.

One-third (1/3) of the performance shares will become eligible for vesting upon the later of (i) the date the Company’s outside auditors complete the audit of the Company’s financial statements containing the information necessary to compute its ROE for the fiscal year ended December 31, 2010, or (ii) the date such ROE is approved by the Board or an authorized committee thereof (the “2010 Performance Award”). No performance shares will become eligible for vesting for the 2010 Performance Award if the ROE for the 2010 fiscal year is less than 10%. If the Company’s ROE for the 2010 fiscal year is between 10% and 15%, then 10% to 100% of the 2010 Performance Award will be eligible for vesting on a straight-line basis. If the ROE for the 2010 fiscal year is between 15% and 25%, then 100% to 200% of the 2010 Performance Award will become eligible for vesting on a straight-line basis. However, if the ROE for the 2010 fiscal year is greater than 15% and the average ROE over 2010 and 2009 is less than 10%, then the percentage of eligible shares for vesting will be 100%. If the ROE for the 2010 fiscal year is greater than 15% and the average ROE over 2010 and 2009 is 10% or greater, then the percentage of eligible shares for vesting will vest in accordance with the schedule for vesting described above. There is no additional vesting if the 2010 ROE is greater than 25%.

Performance shares which are eligible for vesting, as described above, as part of the 2008 Performance Award, the 2009 Performance Award and the 2010 Performance Award will vest upon the later of (i) the date the Company’s outside auditors complete the audit of the Company’s financial statements containing the information necessary to compute its ROE for the fiscal year ended December 31, 2010, or (ii) the date such 2010 ROE is approved by the Board or an authorized committee thereof, subject to the participant’s continued employment (and lack of notice of resignation or termination) until such date.

2009 Performance Share Awards. On April 28, 2009, the Compensation Committee approved a grant of an aggregate of 912,919 performance share awards with a grant date of May 1, 2009. On October 27, 2009, the Compensation Committee approved an additional grant of 15,221 performance share awards with a grant date of October 30, 2009. Each performance share award represents the right to receive, on the terms and conditions set forth in the agreement evidencing the award, a specified number of ordinary shares of the Company, par value 0.15144558 cent per share. Payment of performance shares is contingent upon the achievement of specified ROE tests each year.

One-third (1/3) of the performance shares will become eligible for vesting upon the later of (i) the date the Company’s outside auditors complete the audit of the Company’s financial statements containing the information necessary to compute its ROE for the fiscal year ended December 31, 2009, or (ii) the date such ROE is approved by the Board or an authorized committee thereof (the “2009 Performance Award”). No performance shares will become eligible for vesting for the 2009 Performance Award if the ROE for the 2009 fiscal year is less than 7%. If the Company’s ROE for the 2009 fiscal year is between 7% and 12%, then 10% to 100% of the 2009 Performance Award will be eligible for vesting on a straight-line basis. If the ROE for the 2009 fiscal year is between 12% and 22%, then 100% to 200% of the 2009 Performance Award will become eligible for vesting on a straight-line basis. However, if the ROE for the 2009 fiscal year is greater than 12% and the average ROE over 2009 and the immediately preceding fiscal year is less than 7%, then the percentage of eligible shares for vesting will be 100%. If the ROE for the 2009 fiscal year is greater than 12% and the average ROE over 2009 and the immediately preceding fiscal year is 7% or greater, then the percentage of eligible shares for vesting will vest in accordance with the schedule for vesting described above. There is no additional vesting if the 2009 ROE is greater than 22%. Based on the achievement of a 2009 ROE of 18.4%, 164% of one-third of the 2009 performance share award is eligible for vesting.

One-third (1/3) of the performance shares will become eligible for vesting upon the later of (i) the date the Company’s outside auditors complete the audit of the Company’s financial statements containing the information necessary to compute its ROE for the fiscal year ended December 31, 2010, or (ii) the date such ROE is approved by the Board or an authorized committee thereof (the “2010 Performance Award”). No performance shares will become eligible for vesting for the 2010 Performance Award if the ROE for the 2010 fiscal year is less than 7%. If the Company’s ROE for the 2010 fiscal year is between 7% and 12%, then 10% to 100% of the 2010 Performance Award will be eligible for vesting on a straight-line basis. If the ROE for the 2010 fiscal year is between 12% and 22%, then 100% to 200% of the 2010 Performance Award will become eligible for vesting on a straight-line basis. However, if the ROE for the 2010 fiscal year is greater than 12% and the average ROE over 2010 and 2009 is less than 7%, then the percentage of eligible shares for vesting will be 100%. If the ROE for the 2010 fiscal year is greater than 12% and the average ROE over 2010 and 2009 is 7% or greater, then the percentage of eligible shares for vesting will vest in accordance with the schedule for vesting described above. There is no additional vesting if the 2010 ROE is greater than 22%.

One-third (1/3) of the performance shares will become eligible for vesting upon the later of (i) the date the Company’s outside auditors complete the audit of the Company’s financial statements containing the information necessary to compute its ROE for the fiscal year ended December 31, 2011, or (ii) the date such ROE is approved by the Board or an authorized committee thereof (the “2011 Performance Award”). No performance shares will become eligible for vesting for the 2011 Performance Award if the ROE for the 2011 fiscal year is less than 7%. If the Company’s ROE for the 2011 fiscal year is between 7% and 12%, then 10% to 100% of the 2011 Performance Award will be eligible for vesting on a straight-line basis. If the ROE for the 2011 fiscal year is between 12% and 22%, then 100% to 200% of the 2011 Performance Award will become eligible for vesting on a straight-line basis. However, if the ROE for the 2011 fiscal year is greater than 12% and the average ROE over 2011 and 2010 is less than 7%, then the percentage of eligible shares for vesting will be 100%. If the ROE for the 2011 fiscal year is greater than 12% and the average ROE over 2011 and 2010 is 7% or greater, then the percentage of eligible shares for vesting will vest in accordance with the schedule for vesting described above. There is no additional vesting if the 2011 ROE is greater than 22%.

Performance shares which are eligible for vesting, as described above, as part of the 2009 Performance Award, the 2010 Performance Award and the 2011 Performance Award will vest upon the later of (i) the date the Company’s outside auditors complete the audit of the Company’s financial statements containing the information necessary to compute its ROE for the fiscal year ended December 31, 2011, or (ii) the date such 2011 ROE is approved by the Board or an authorized committee thereof, subject to the participant’s continued employment (and lack of notice of resignation or termination) until such date.

may not be assigned, sold or otherwise transferred by participants other than by will or by the laws of descent and distribution.

2010 Performance Share Awards. On February 8, 2010, the Compensation Committee approved a grant of an aggregate of 792,817 performance share awards with a grant date of February 11, 2010. Each performance share award represents the right to receive, on the terms and conditions set forth in the agreement evidencing the award, a specified number of ordinary shares of the Company, par value 0.15144558 cent per share. Payment of performance shares is contingent upon the achievement of specified ROE tests each year.

One-third (1/3) of the performance shares will become eligible for vesting upon the later of (i) the date the Company’s outside auditors complete the audit of the Company’s financial statements containing the information necessary to compute its ROE for the fiscal year ended December 31, 2010, or (ii) the date such ROE is approved by the Board or an authorized committee thereof (the “2010 Performance Award”). No performance shares will become eligible for vesting for the 2009 Performance Award if the ROE for the 2010 fiscal year is less than 7%. If the Company’s ROE for the 2010 fiscal year is between 7% and 12%, then 10% to 100% of the 2010 Performance Award will be eligible for vesting on a straight-line basis. If the ROE for the 2010 fiscal year is between 12% and 22%, then 100% to 200% of the 2010 Performance Award will become eligible for vesting on a straight-line basis. However, if the ROE for the 2010 fiscal year is greater than 12% and the average ROE over 2010 and the immediately preceding fiscal year is less than 7%, then the percentage of eligible shares for vesting will be 100%. If the ROE for the 2010 fiscal year is greater than 12% and the average ROE over 2010 and the immediately preceding fiscal year is 7% or greater, then the percentage of eligible shares for vesting will vest in accordance with the schedule for vesting described above. There is no additional vesting if the 2010 ROE is greater than 22%.

One-third (1/3) of the performance shares will become eligible for vesting upon the later of (i) the date the Company’s outside auditors complete the audit of the Company’s financial statements containing the information necessary to compute its ROE for the fiscal year ended December 31, 2011, or (ii) the date such ROE is approved by the Board or an authorized committee thereof (the “2011 Performance Award”). No performance shares will become eligible for vesting for the 2011 Performance Award if the ROE for the 2011 fiscal year is less than 7%. If the Company’s ROE for the 2011 fiscal year is between 7% and 12%, then 10% to 100% of the 2011 Performance Award will be eligible for vesting on a straight-line basis. If the ROE for the 2011 fiscal year is between 12% and 22%, then 100% to 200% of the 2011 Performance Award will become eligible for vesting on a straight-line basis. However, if the ROE for the 2011 fiscal year is greater than 12% and the average ROE over 2011 and 2010 is less than 7%, then the percentage of eligible shares for vesting will be 100%. If the ROE for the 2010 fiscal year is greater than 12% and the average ROE over 2011 and 2010 is 7% or greater, then the percentage of eligible shares for vesting will vest in accordance with the schedule for vesting described above. There is no additional vesting if the 2010 ROE is greater than 22%.

One-third (1/3) of the performance shares will become eligible for vesting upon the later of (i) the date the Company’s outside auditors complete the audit of the Company’s financial statements containing the information necessary to compute its ROE for the fiscal year ended December 31, 2012, or (ii) the date such ROE is approved by the Board or an authorized committee thereof (the “2012 Performance Award”). No performance shares will become eligible for vesting for the 2012 Performance Award if the ROE for the 2012 fiscal year is less than 7%. If the Company’s ROE for the 2012 fiscal year is between 7% and 12%, then 10% to 100% of the 2012 Performance Award will be eligible for vesting on a straight-line basis. If the ROE for the 2012 fiscal year is between 12% and 22%, then 100% to 200% of the 2012 Performance Award will become eligible for vesting on a straight-line basis. However, if the ROE for the 2012 fiscal year is greater than 12% and the average ROE over 2012 and 2011 is less than 7%, then the percentage of eligible shares for vesting will be 100%. If the ROE for the 2012 fiscal year is greater than 12% and the average ROE over 2011 and 2010 is 7% or greater, then the percentage of eligible shares for vesting will vest in accordance with the schedule for vesting described above. There is no additional vesting if the 2012 ROE is greater than 22%.

Performance shares which are eligible for vesting, as described above, as part of the 2010 Performance Award, the 2011 Performance Award and the 2012 Performance Award will vest upon the later of (i) the date the Company’s outside auditors complete the audit of the Company’s financial statements containing the

information necessary to compute its ROE for the fiscal year ended December 31, 2012, or (ii) the date such 2012 ROE is approved by the Board or an authorized committee thereof, subject to the participant’s continued employment (and lack of notice of resignation or termination) until such date.

Employment-Related Agreements

The following information summarizes the (i) service agreements for Mr. O’Kane, which commenced on September 24, 2004, (ii) amended and restated service agreement for Mr. Cusack which became effective when he assumed his duties as Chief Operating Officer in May 2008, (iii) service agreement for Mr. Houghton dated April 3, 2007, (iv) employment agreement for Mr. Boornazian which commenced on January 12, 2004 (as supplemented by addendum dated February 5, 2008 and as further amended effective October 28, 2008, December 31, 2008 and February 8, 2010) and (v) service agreement for Mr. Few which commenced on March 10, 2005. In respect of each of the agreements with Messrs. O’Kane, Cusack, Houghton, Few and Boornazian:

(i) in the case of Messrs. O’Kane, Houghton and Cusack, employment terminates automatically when the employee reaches 65 years of age, but in the case of Mr. Few employment will terminate automatically when the employee reaches 60 years of age;

(ii) in the case of Messrs. O’Kane, Houghton, Cusack and Few, employment may be terminated for cause if:


	•	the employee becomes bankrupt, is convicted of a criminal offence (other than a traffic violation or a crime with a penalty other than imprisonment), commits serious misconduct or other conduct bringing the employee or Aspen Holdings or any of its subsidiaries into disrepute;

	•	the employee materially breaches any provisions of the service agreement or conducts himself in a manner prejudicial to the business;

	•	the employee is disqualified from being a director in the case of Messrs. O’Kane, Cusack and Houghton; or

	•	the employee breaches any code of conduct or ceases to be registered by any regulatory body;

(iii) in the case of Messrs. O’Kane, Cusack and Few, employment may be terminated if the employee materially breaches any provision of the shareholder’s agreement with Aspen Holdings and such breach is not cured by the employee within 21 days after receiving notice from the Company;

(iv) in the case of Mr. Boornazian employment may be terminated for cause if:


	•	the employee’s willful misconduct is materially injurious to Aspen Re America or its affiliates;

	•	the employee intentionally fails to act in accordance with the direction of the Chief Executive Officer or Board;

	•	the employee is convicted of a felony;

	•	the employee violates a law, rule or regulation that governs Aspen Re America’s business, has a material adverse effect on Aspen Re America’s business, or disqualifies him from employment; or

	•	the employee intentionally breaches a non-compete or non-disclosure agreement;

(v) in the case of Messrs. O’Kane, Houghton, Cusack and Few, employment may be terminated by the employee without notice for good reason if:


	•	the employee’s annual salary or bonus opportunity is reduced;

	•	there is a material diminution in the employee’s duties, authority, responsibilities or title, or the employee is assigned duties materially inconsistent with his position;

	•	the employee is removed from any of his positions (or in the case of Mr. O’Kane is not elected or re-elected to such positions);

	•	an adverse change in the employee’s reporting relationship occurs in the case of Messrs. O’Kane, Cusack and Few; or

	•	the employee is required to relocate more than 50 miles from the employee’s current office;

	•	provided that, in each case, the default has not been cured within 30 days of receipt of a written notice from the employee;

(vi) in the case of Mr. Boornazian, employment may be terminated by the employee for good reason upon 90 days’ notice if:


	•	there is a material diminution in the employee’s responsibilities, duties, title or authority;

	•	the employee’s annual salary is materially reduced; or

	•	there is a material breach by the Company of the employment agreement;

(vii) in the case of Mr. O’Kane, if the employee is terminated without cause or resigns with good reason, the employee is entitled (subject to execution of a release) to (a) salary at his salary rate through the date in which his termination occurs; (b) the lesser of (x) the target annual incentive award for the year in which the employee’s termination occurs, and (y) the average of the annual incentive awards received by the employee in the prior three years (or, number of years employed if fewer), multiplied by a fraction, the numerator of which is the number of days that the employee was employed during the applicable year and the denominator of which is 365; (c) a severance payment to two times the sum of (x) the employee’s highest salary during the term of the agreement and (y) the average annual bonus paid to the executive in the previous three years (or lesser period if employed less than three years); and (d) the unpaid balance of all previously earned cash bonus and other incentive awards with respect to performance periods which have been completed, but which have not yet been paid, all of which amounts shall be payable in a lump sum in cash within 30 days after termination. Fifty percent of this severance payment is paid to the employee within 14 days of the execution by the employee of a valid release and the remaining 50% is paid in four equal installments during the 12 months following the first anniversary of the date of termination, conditional on the employee complying with the non-solicitation provisions applying during that period;

(viii) in the case of Messrs. Houghton, Cusack and Few, if the employee is terminated without cause or resigns with good reason, the employee is entitled (subject to execution of a release) to (a) salary at his salary rate through the date in which his termination occurs; (b) the lesser of (x) the target annual incentive award for the year in which the employee’s termination occurs, and (y) the average of the annual incentive awards received by the employee in the prior three years (or, number of years employed if fewer), multiplied by a fraction, the numerator of which is the number of days that the employee was employed during the applicable year and the denominator of which is 365; (c) a severance payment of the sum of (x) the employee’s highest salary rate during the term of the agreement and (y) the average bonus under the Company’s annual incentive plan actually earned by the employee during the three years (or number of complete years employed, if fewer) immediately prior to the year of termination; and (d) the unpaid balance of all previously earned cash bonus and other incentive awards with respect to performance periods which have been completed, but which have not yet been paid, all of which amounts shall be payable in a lump sum in cash within 30 days after termination. In the event that the employee is

paid in lieu of notice under the agreement (including if the Company exercises its right to enforce garden leave under the agreement) the severance payment will be inclusive of that payment;

(ix) in the case of Mr. Boornazian, if the employee is terminated without cause or resigns with good reason, the employee is entitled (subject to execution of a release) to (a) salary at his salary rate through the date in which his termination occurs, payable within 20 days after the normal payment date; (b) payment in equal installments during the remaining term of the employee’s employment of an amount equal to (x) the employee’s highest salary rate during the term of the agreement and (y) the average bonus under the Company’s annual incentive plan actually earned by the employee during the three years immediately prior to the year of termination; (c) a payment equal to the actual annual incentive award for the year in which the employee’s termination occurs, multiplied by a fraction, the numerator of which is the number of days that the employee was employed during the applicable year and the denominator of which is 365, payable when bonuses are normally paid; and (d) any earned but unpaid annual bonus, payable within 20 days after the normal payment date;

(x) in the case of Messrs. O’Kane, Houghton, Cusack, Boornazian and Few, if the employee is terminated without cause or resigns for good reason in the six months prior to a change of control or the two-year period following a change of control, in addition to the benefits discussed above, all share options and other equity-based awards granted to the executive during the course of the agreement shall immediately vest and remain exercisable in accordance with their terms. In addition, in the case of Mr. O’Kane, he may be entitled to excise taxgross-up payments;

(xi) the agreements contain provisions relating to reimbursement of expenses, confidentiality, non-competition and non-solicitation; and

(xii) in the case of Messrs. O’Kane, Houghton, Cusack and Few, the employees have for the benefit of their respective beneficiaries life insurance (and in the case of Mr. Boornazian supplemental life insurance benefits). There are no key man insurance policies in place.

Christopher O’Kane. Mr. O’Kane entered into a service agreement with Aspen U.K. Services and Aspen Holdings under which he has agreed to serve as Chief Executive Officer of Aspen Holdings and Aspen U.K. and director of both companies, terminable upon 12 months’ notice by either party. The agreement originally provided that Mr. O’Kane shall be paid an annual salary of £346,830, subject to annual review. Mr. O’Kane’s service agreement also entitles him to participate in all management incentive plans and other employee benefits and fringe benefit plans made available to other senior executives or employees generally, including continued membership in the Company’s pension scheme, medical insurance, permanent health insurance, personal accident insurance and life insurance. The service agreement also provides for a discretionary bonus to be awarded annually as the Compensation Committee of our Board may determine. Effective April 1, 2009, Mr. O’Kane’s salary was £480,000. For 2010, no salary increase was approved.

Richard Houghton. Mr. Houghton entered into a service agreement with Aspen U.K. Services under which he agreed to serve as Chief Financial Officer of Aspen Holdings, terminable upon 12 months’ notice by either party. The agreement originally provided that Mr. Houghton shall be paid an annual salary of £320,000, subject to annual review. Mr. Houghton’s service agreement also entitles him to participate in all management incentive plans and other employee benefits and fringe benefit plans made available to other senior executives or employees generally, including continued membership in the Company’s pension scheme and to medical insurance, permanent health insurance, personal accident insurance and life insurance. The service agreement also provides for a discretionary bonus, based on a bonus potential of 100% of salary which may be exceeded, to be awarded annually as the Compensation Committee of our Board may determine. Effective April 1, 2009, Mr. Houghton’s salary was £360,000. For 2010, no salary increase was approved.

Julian Cusack. Mr. Cusack entered into service agreements with effect from May 1, 2008 to serve as Group Chief Operating Officer and to continue to serve as Chief Executive Officer and Chairman of Aspen Bermuda, terminable upon 12 months’ notice by either party. With his recent appointment as Chief Risk Officer, his employment agreement has not changed. The agreements provide that Mr. Cusack shall be paid an annual salary of £350,000, subject to annual review. Mr. Cusack is also entitled to reimbursement of housing

costs in Bermuda, up to a maximum of $180,000 per annum, two return airfares per annum for him and his family from Bermuda to the U.K. as well as reimbursement of reasonable relocation expenses. The service contracts also provide for the payment by the Company of U.K. income tax attributable to the reimbursement of Bermuda housing expenses and home leave. Mr. Cusack’s service agreement also entitles him to participate in all management incentive plans and other employee benefits and fringe benefit plans made available to other senior executives or employees generally, including continued membership in the Company’s pension scheme and to medical insurance, permanent health insurance, personal accident insurance and life insurance. The service agreement also provides for a discretionary bonus based on a bonus potential of 100% of his salary to be awarded annually as the Compensation Committee of our Board may determine. Effective April 1, 2009, Mr. Cusack’s salary was £360,000. For 2010, no salary increase was approved.

Brian Boornazian. Mr. Boornazian entered into an employment agreement with Aspen U.S. Services under which he has agreed to serve as President and Chief Underwriting Officer, Property Reinsurance, of Aspen Re America for a three-year term, with annual extensions thereafter. The agreement originally provided that Mr. Boornazian will be paid an annual salary of $330,000, subject to review from time to time, as well as a discretionary bonus, and shall be eligible to participate in all incentive compensation, retirement and deferred compensation plans available generally to senior officers. Effective April 1, 2009, Mr. Boornazian’s salary was $500,000. For 2010, no salary increase was approved.

On February 5, 2008, the Compensation Committee approved an amendment to Mr. Boornazian’s employment agreement to include a clause in respect of change of control. Senior executives reporting to the Chief Executive Officer of the Company have service agreements that are consistent in their principal terms, including with respect tochange-of-control provisions; however, this clause was not included in Mr. Boornazian’s original service agreement. The clause provides that if Mr. Boornazian is terminated without cause or resigns for good reason in the six-month period prior to a change in control or the two-year period after a change in control, all share options and other equity-based awards granted to Mr. Boornazian during the course of the agreement will immediately vest and remain exercisable in accordance with their terms. Mr. Boornazian’s agreement was further amended on October 28, 2008 and December 31, 2008 to reflect compliance with Internal Revenue Code Section 409A (“409A”) and on February 11, 2010 reflecting the Compensation Committee’s approval on October 27, 2009 to amend his severance provision to more closely resemble the severance provisions of our other executives who head our business lines.

James Few. Mr. Few entered into a service agreement with Aspen Bermuda under which he has agreed to serve as Head of Property Reinsurance and Chief Underwriting Officer of Aspen Bermuda. The agreement may be terminated upon 12 months’ notice by either party. The agreement originally provided that Mr. Few will be paid an annual salary of $400,000, subject to annual review. Mr. Few is also provided with an annual housing allowance of $180,000, two return airfares between Bermuda and the U.K. per annum for himself and his family and reasonable relocation costs. The agreement also entitles him to private medical insurance, permanent health insurance, personal accident insurance and life assurance. Under the agreement Mr. Few remains a member of the Aspen U.K. Services pension scheme. The service agreement also provides for a discretionary bonus to be awarded at such times and at such level as the Compensation Committee of our Board may determine. Effective April 1, 2009, Mr. Few’s salary was $475,000. For 2010, no salary increase was approved.

Retirement Benefits

We do not have a defined benefit plan. Generally, retirement benefits are provided to our named executive officers according to their home country.

United Kingdom. In the U.K. we have a defined contribution plan which was established in 2005 for our U.K. employees. All permanent and fixed term employees are eligible to join the plan. Messrs. O’Kane, Houghton, Cusack and Few were all participants in the plan during 2008. The employee contributes 3% of their base salary into the plan. The employer contributions made to the pension plan are based on a percentage of base salary based on the age of the employee. There are two scales: a standard scale for all U.K. participants; and a directors’ scale which applies to certain key senior employees who were founders of the

Company or who are executive directors of our Board. Messrs O’Kane, Houghton and Cusack were paid employer contributions based on the directors’ scale.


	Employee					Company
	Contribution —					Contribution —
	Percentage of					Percentage of
Scale	Salary			Age of Employee		Employee’s Salary

Standard Scale		3	%		18 - 19		5	%
		3	%		20 - 24		7	%
		3	%		25 - 29		8	%
		3	%		30 - 34		9.5	%
		3	%		35 - 39		10.5	%
		3	%		40 - 44		12	%
		3	%		45 - 49		13.5	%
		3	%		50 - 54		14.5	%
		3	%		55 plus		15.5	%
Director Scale		3	%		20 - 24		7	%
		3	%		25 - 29		8	%
		3	%		30 - 34		9.5	%
		3	%		35 - 39		12	%
		3	%		40 - 44		14	%
		3	%		45 - 49		16	%
		3	%		50 - 54		18	%
		3	%		55 plus		20	%

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

If an employee leaves the Company before retirement all contributions to the account will cease. If an employee has at least two years of qualifying service, the employee has the option of (i) keeping his or her account, in which case the full value in the pension will continue to be invested until retirement age, or (ii) transferring the value of the account either to another employer’s approved pension plan or to an approved personal pension plan. Where an employee leaves the Company with less than two years of service, such employee will receive a refund equal to the part of their account which represents their own contributions only. This refund is subject to U.K. tax and social security.

In the event of death in service before retirement, the pension plan provides a lump sum death benefit equal to four times the employee’s basic salary, plus, where applicable, a dependent’s pension equal to 30% of the employee’s basic salary and a children’s pension equal to 15% of the employee’s basic salary for one child and up to 30% of the employee’s basic salary for two or more children. Under U.K. legislation, these benefits are subject to notional earnings limits (currently £108,600 for 2006/2007, £112,800 for 2007/2008 and £117,600 for 2008/2009 and currently £123,600 for 2009/10). Where an employee’s basic salary is greater than the notional earnings maximum, an additional benefit is provided through a separate cover outside the pension plan.

United States. In the U.S., we operate a 401(k) plan. Employees of Aspen U.S. Services are eligible to participate in this plan. Mr. Boornazian participates in this plan.

Participants may elect a salary reduction contribution into the 401(k) plan. Their taxable income is then reduced by the amount contributed into the plan. This lets participants reduce their current federal and most state income taxes. The 401(k) safe harbor plan allows employees to contribute a percentage of their salaries (up to the maximum deferral limit set forth in the plan). We make a qualified matching contribution of 100%

of the employee’s salary reduction contribution up to 3% of their salary, plus a matching contribution of 50% of the employee’s salary reduction contribution from 3% to 5% of their salary for each payroll period. The employer’s matching contribution is subject to limits based on the employee’s earnings as set by the IRS annually. Participants are always fully vested in their 401(k) plan with respect to their contributions and the employer’s matching contributions.

Discretionary profit sharing contributions are made annually to all employees by Aspen U.S. Services and are based on the following formula:


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

20 — 29		3	%
30 — 39		4	%
40 — 49		5	%
50 and older		6	%

Profit sharing contributions are paid in the first quarter of each year in respect the previous fiscal year. The profit sharing contributions are subject to a limit based on the employee’s earnings as set by the IRS annually. The profit sharing contributions are subject to the following vesting schedule:


	Vesting
Years of Vesting Service	Percentage

Less than 3 years		0	%
3 years		100	%

Once the employee has three years of service, his or her profit sharing contributions are fully vested and all future contributions are vested.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning outstanding options to purchase ordinary shares and other stock awards by the named executive officers during the twelve months ended December 31, 2009:


														Stock Awards
																					Equity
			Option Awards															Equity			Incentive Plan
								Equity										Incentive			Awards:
								Incentive										Plan Awards:			Market
								Plan Awards:								Market		Number of			Value or
			Number of					Number of						Number of		Value of		Unearned			Payout Value
			Securities			Number of		Securities						Shares or		Shares or		Shares,			of Unearned
			Underlying			Securities		Underlying						Units of		Units of		Units or			Shares, Units or
			Unexercised			Underlying		Unexercised						Stock That		Stock That		Other Rights			Other Rights
			Options (#)			Unexercised		Unearned		Option		Option		Have Not		Have Not		That Have			That Have
	Year of		Exercisable			Options (#)		Options		Exercise		Expiration		Vested		Vested		Not Vested			Not Vested
Name	Grant		(1)			Unexercisable		(#)(1)		Price ($)		Date		(#)(1)		($)(2)		(#)(1)			($)(2)

Christopher O’Kane		2003		991,830					—	$	16.20		08/20/2013						—			—
		2004		23,603	(3)				—	$	24.44		12/23/2014						—			—
		2005		—	(4)				—	$	25.88		03/03/2015						—	(6)		—
		2006		87,719	(5)				—	$	23.65		02/16/2016						—			—
		2007		—			75,988		—	$	27.28		05/04/2014						57,034	(7)	$	1,451,515
		2008		—					—										44,784	(8)	$	1,139,753
		2009		—					—										152,429	(9)	$	3,879,318
Richard Houghton		2007		—			12,158		—	$	27.28		05/04/2014		2,667	$	67,875		9,125	(7)	$	232,231
		2008		—					—										20,900	(8)	$	531,905
		2009		—					—										50,810	(9)	$	1,293,115
Julian Cusack		2003		208,474					—	$	16.20		08/20/2013						—			—
		2004		14,162	(3)				—	$	24.44		12/23/2014						—			—
		2005		—	(4)				—	$	25.88		03/03/2015						—	(6)		—
		2006		59,033	(5)				—	$	23.65		02/16/2016						—			—
		2007		—			18,997		—	$	27.28		05/04/2014						14,259	(7)	$	362,892
		2008		—					—										20,900	(8)	$	531,905
		2009		—					—										76,214	(9)	$	1,939,646
Brian Boornazian		2004		7,868	(3)				—	$	24.44		12/23/2014						—			—
		2005		—	(4)				—	$	25.88		03/03/2015						—	(6)		—
		2006		51,862	(5)				—	$	23.65		02/16/2016						—			—
		2007		—			45,593		—	$	27.28		05/04/2014						34,221	(7)	$	870,924
		2008		—					—										22,392	(8)	$	569,876
		2009		—					—										63,512	(9)	$	1,616,380
James Few		2003		97,930					—	$	16.20		08/20/2013						—			—
		2004		35,404	(3)				—	$	24.44		12/23/2014						—			—
		2005		—	(4)				—	$	25.88		03/03/2015						—	(6)		—
		2006		63,409	(5)				—	$	23.65		02/16/2016						—			—
		2007		—			41,793		—	$	27.28		05/04/2014						31,369	(7)	$	798,341
		2008		—					—										17,914	(8)	$	455,911
		2009		—					—										63,512	(9)	$	1,616,380


(1)		For a description of the terms of the grants and the related vesting schedule, see “Narrative Description of Summary Compensation and Grants of Plan-Based Awards — Share Incentive Plan” above.

(2)		Calculated based upon the closing price of $25.45 per share of the Company’s ordinary shares at December 31, 2009.

(3)		As the performance targets for the 2004 options were not fully met based on the 2004 ROE achieved, 51.48% of the grant vested and the remaining portion of the grant was forfeited.

(4)		As the performance targets have not been met, the 2005 options were forfeited.

(5)		As the performance targets for the 2006 options were not fully met, 92.2% of the grant vested and the remaining portion of the grant was forfeited.

(6)		With respect to the 2005 performance shares, of which one-third of the grant is earned based on the achievement of the 2005 ROE target and two-thirds have a performance condition based on an average three-year(2005-2007) ROE, one-third of the grants has been forfeited as the 2005 ROE target has not been met. As the performance target for 2005, and the average performance target for2005-2007 were not met, the entire grant has been forfeited.


(7)		With respect to the 2007 performance shares, amount represents (i) 166% vesting in respect of one-fourth of the initial grant as our ROE for 2007 was 21.6%, (ii) no vesting for one-fourth of the grant in respect of the 2008 ROE as it was less than 10%, (iii) 134% vesting in respect of one-fourth of the grant as our ROE for 2009 was 18.4% and (iv) assumes a vesting of 100% for the remaining quarter of the grant.

(8)		With respect to the 2008 performance shares, amount represents (i) no vesting in respect of one-third of the initial grant as our ROE for 2008 was less than 10%, (ii) 134% vesting in respect of one-third of the grant as our ROE for 2009 was 18.4% and (iii) assumes a vesting of 100% for the remaining one-third of the grant.

(9)		With respect to the 2009 performance shares, amount represents (i) 164% vesting in respect of one-third of the grant as our ROE for 2009 was 18.4%, and (ii) assumes a vesting of 100% for the remaining two-thirds of the grant.

Option Exercises and Stock Vested

The following table summarizes stock option exercises and share issuances by our named executive officers during the twelve months ended December 31, 2009:


	Option Awards				Stock Awards
	Number of				Number of
	Shares				Shares
	Acquired on		Value Realized on		Acquired on		Value Realized
Name	Exercise (#)		Exercise ($)		Vesting (#)		on Vesting ($)(1)

Christopher O’Kane		—		—		5,847	$	126,178
Richard Houghton		—		—		2,666	$	63,184
Julian Cusack		—		—		3,935	$	84,917
Brian Boornazian		—		—		3,457	$	74,602
James Few		—		—		5,159	$	111,331


(1)		The restricted share units for Mr. Houghton vested on May 1, 2009. The market value was calculated based on the closing price of $23.70 on May 1, 2009. The other amounts in this column reflect the 2006 performance share awards which vested on February 26, 2009 (the date on which the Annual Report onForm 10-K for the year ended December 31, 2008 was filed). The amounts reflect the amount vested (gross of tax). The market value was calculated based on the closing price of $21.58 on February 26, 2009.

Potential Payments Upon Termination or Change in Control

Assuming the employment of our named executive officers were to be terminated without cause or for good reason (as defined in their respective employment agreements), each as of December 31, 2009, the following individuals would be entitled to payments and to accelerated vesting of their outstanding equity awards, as described in the table below:


	Christopher O’Kane(1)						Richard Houghton(1)						Julian Cusack(1)
				Value of						Value of						Value of
	Total Cash			Accelerated			Total Cash			Accelerated			Total Cash			Accelerated
	Payout			Equity Awards			Payout			Equity Awards			Payout			Equity Awards

Termination without Cause (or other than for Cause) or for Good Reason(2)	$	3,619,770	(6)		—		$	955,870	(8)		—		$	1,280,787	(10)		—
Death(3)	$	1,128,240		$	3,489,143		$	564,120		$	1,129,241		$	564,120		$	1,450,664
Disability(4)	$	376,080		$	3,489,143		$	282,060		$	1,129,241		$	282,060		$	1,450,664
Change in Control(5)	$	3,619,770	(6)	$	6,470,589	(7)	$	955,870	(8)	$	2,125,097	(9)	$	1,280,787	(10)	$	2,834,434	(11)


(1)		The calculation for the payouts for Messrs. O’Kane, Houghton and Cusack were converted from British Pounds into U.S. Dollars at the average exchange rate of $1.567 to £1 for 2009.

(2)		For a description of termination provisions, see “Narrative Description of Summary Compensation and Grants of Plan-Based Awards — Employment-Related Agreements” above.

(3)		In respect of death, the executives are entitled to the pro rated annual bonus based on the actual bonus earned for the year in which the date of termination occurs. This amount represents 100% of the bonus potential for 2009. In addition, the Compensation Committee approved amendments to the terms of the awards granted under the 2003 Share Incentive Plan where in the event of death or disability, the amount of performance share awards that have already met their vesting criteria but have not vested yet, would vest and be issued. Any options granted would continue to vest under the terms of their agreement. Similarly, restricted share unit awards will accelerate and vest upon death or disability.

(4)		In respect of disability, the executive would be entitled to six months’ salary after which he would be entitled to long-term disability benefits under our health insurance coverage. In addition, the Compensation Committee approved amendments to the terms of the awards granted under the 2003 Share Incentive Plan where in the event of death or disability, the amount of performance share awards that have already met their vesting criteria but have not vested yet, would vest and be issued. Any options granted would continue to vest under the terms of their agreement. Similarly, restricted share unit awards will accelerate and vest upon death or disability.

(5)		The total cash payout and the acceleration of vesting are provided only if the employment of the above named executive is terminated by the Company without Cause or by the executive with Good Reason (as described above under “Employment-Related Agreements” and as defined in each of the individual’s respective employment agreement) within the six-month period prior to a change in control or within a two-year period after a change in control. The occurrence of any of the following events constitutes a “Change in Control”:


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


	(B)	any person or group is or becomes the beneficial owner, directly or indirectly, of more than 30% of the combined voting power of the voting shares of the Company (or any entity which is the beneficial owner of more than 50% of the combined voting power of the voting shares of the Company), including by way of merger, consolidation, tender or exchange offer or otherwise; excluding, however, the following: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (iv) any acquisition by a person or group if immediately after such acquisition a person or group who is a shareholder of the Company on the effective date of our 2003 Share Incentive Plan continues to own voting power of the voting shares of the Company that is greater than the voting power owned by such acquiring person or group;

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


	(D)	a change in the composition of the Board such that the individuals who, as of the effective date of the 2003 Share Incentive Plan, constitute the Board (such Board shall be referred to for purposes of


		this section only as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that for purposes of this definition, any individual who becomes a member of the Board subsequent to the Effective Date, whose election, or nomination for election, by a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; and, provided further, however, that any such individual whose initial assumption of office occurs as the result of or in connection with either an actual or threatened election contest (as such terms are used inRule 14a-11 or Regulation 14A of the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of an entity other than the Board shall not be so considered as a member of the Incumbent Board.


(6)		Represents the lesser of the target annual incentive for the year in which termination occurs and the average of the bonus received by Mr. O’Kane for the previous three years ($705,150) plus twice the sum of the highest salary paid during the term of the agreement ($752,160) and the average bonus actually earned during three years immediately prior to termination ($705,150). Mr. O’Kane’s agreement includes provisions with respect the treatment of “parachute payments” under the U.S. Internal Revenue Code. As Mr. O’Kane is currently not a U.S. taxpayer, the above amounts do not reflect the impact of such provisions.

(7)		Represents the acceleration of vesting of the entire grant of the 2007 options, the 2007 performance shares (other than 1/4 of the grant which will be forfeited on vesting for non-achievement of the 2008 performance test), the 2008 performance shares (other than 1/3 of the grant which will be forfeited on vesting for non-achievement of the 2008 performance test) and the 2009 performance shares. For the portions of the 2007, 2008 and 2009 performance shares which have exceeded the performance threshold, we have assumed the greater percentage amount for calculation purposes. With respect to options, the value is based on the difference between the exercise price and the closing price of our shares on December 31, 2009 of $25.45. With respect to performance shares, the value is based on the closing price of our shares on December 31, 2009. The amounts do not include the (i) 2003 options as they have fully vested on December 31, 2009, (ii) 2005 options, as the performance targets were not met and the options were forfeited, (iii) 2005 performance share awards as the performance targets were not met and the performance shares were forfeited, (iv) 2004 options as the earned portion has vested and any remaining unearned portions of the grant were forfeited due to non-achievement of performance targets and (v) 2006 options and performance as the earned portions have vested and any remaining unearned portions of the grant were forfeited due to non-achievement of performance tests.

(8)		Represents the lesser of the target annual incentive for the year in which termination occurs and average of Mr. Houghton’s bonuses for 2007 (which included a guaranteed bonus of £200,000, as Mr. Houghton was hired in 2007) and 2008 ($195,875), and therefore an average bonus over a three-year period preceding termination is not applicable, plus the sum of the highest salary paid during the term of the agreement ($564,120) and the average bonus actually earned during two years (as he joined the Company in 2007) immediately prior to termination ($195,875).

(9)		Represents the acceleration of vesting of the entire grant of the 2007 options, the 2007 performance shares (other than 1/4 of the grant which will be forfeited on vesting for non-achievement of the 2008 performance test), the 2008 performance shares (other than 1/3 of the grant which will be forfeited on vesting for non-achievement of the 2008 performance test), the 2009 performance shares, as well as restricted share units. For the portions of the 2007, 2008 and 2009 performance shares which have exceeded the performance threshold, we have assumed the greater percentage amount for calculation purposes. With respect to options, the value is based on the difference between the exercise price and the closing price of our shares on December 31, 2009 of $25.45. With respect to performance shares, the value is based on the closing price of our shares on December 31, 2009.

(10)		Represents the lesser of the target annual incentive for the year in which termination occurs and the average of the bonus received by Mr. Cusack for the previous three years ($358,333) plus the sum of the highest salary paid during the term of the agreement ($564,120) and the average bonus actually earned during three years immediately prior to termination ($358,333).


(11)		Represents the acceleration of vesting of the entire grant of the 2007 options, the 2007 performance shares (other than 1/4 of the grant which will be forfeited on vesting for non-achievement of the 2008 performance test), the 2008 performance shares (other than 1/3 of the grant which will be forfeited on vesting for non-achievement of the 2008 performance test) and the 2009 performance shares. With respect to options, the value is based on the difference between the exercise price and the closing price of our shares on December 31, 2009 of $25.45. With respect to performance shares, the value is based on the closing price of our shares on December 31, 2009. The amounts do not include the (i) 2003 options as they have fully vested on December 31, 2009, (ii) 2005 options, as the performance targets were not met and the options were forfeited, (iii) 2005 performance share awards as the performance targets were not met and the performance shares were forfeited, (iv) 2004 options as the earned portion has vested and any remaining unearned portions of the grant were forfeited due to non-achievement of performance targets and (v) 2006 options and performance as the earned portions have vested and any remaining unearned portions of the grant were forfeited due to non-achievement of performance tests.


	Brian Boornazian						James Few
				Value of						Value of
				Accelerated						Accelerated
	Total Cash			Equity			Total Cash			Equity
	Payout			Awards			Payout			Awards

Termination without Cause (or other than for Cause) or for Good Reason(1)	$	1,566,667	(5)		—		$	1,545,000	(7)		—
Death(2)	$	675,000		$	1,707,795		$	546,250		$	1,588,096
Disability(3)	$	250,000		$	1,707,795		$	237,500		$	1,588,096
Change in Control(4)	$	1,566,667	(5)	$	3,200,876	(6)	$	1,545,000	(7)	$	2,870,638	(8)


(1)		For a description of termination provisions, see “Narrative Description of Summary Compensation and Grants of Plan-Based Awards — Employment-Related Agreements” above.

(2)		In respect of death, the executives are entitled to the pro rated annual bonus based on the actual bonus earned for the year in which the date of termination occurs. This amount represents 100% of the bonus potential for 2009. In addition, the Compensation Committee approved amendments to the terms of the awards granted under the 2003 Share Incentive Plan where in the event of death or disability, the amount of performance share awards that have already met their vesting criteria but have not vested yet, would vest and be issued. Any options granted would continue to vest under the terms of their agreement. Similarly, restricted share unit awards will accelerate and vest upon death or disability.

(3)		In respect of disability, the executive would be entitled to six months’ salary after which he would be entitled to long-term disability benefits under our health insurance coverage. In addition, the Compensation Committee approved amendments to the terms of the awards granted under the 2003 Share Incentive Plan where in the event of death or disability, the amount of performance share awards that have already met their vesting criteria but have not vested yet, would vest and be issued. Any options granted would continue to vest under the terms of their agreement. Similarly, restricted share unit awards will accelerate and vest upon death or disability.

(4)		Same as Footnote 5 in table above.

(5)		On October 28, 2009, the Compensation Committee approved an amendment to Mr. Boornazian’s employment agreement to amend the basis for calculation of termination amounts. Represents the sum of the highest salary paid during the term of the agreement ($500,000) and the average bonus actually earned during three years immediately prior to termination ($391,667), plus a prorated annual bonus based on the actual bonus earned for the year in which his termination occurs ($675,000, which represents 100% of the bonus potential for 2009).

(6)		Represents the acceleration of vesting of the entire grant of the 2007 options, the 2007 performance shares (other than 1/4 of the grant which will be forfeited on vesting for non-achievement of the 2008 performance test), the 2008 performance shares (other than 1/3 of the grant which will be forfeited on vesting for non-achievement of the 2008 performance test) and the 2009 performance shares. For the portions of the 2007, 2008 and 2009 performance shares which have exceeded the performance threshold,


		we have assumed the greater percentage amount for calculation purposes. With respect to options, the value is based on the difference between the exercise price and the closing price of our shares on December 31, 2009 of $25.45. With respect to performance shares, the value is based on the closing price of our shares on December 31, 2009. The amounts do not include the (i) 2005 options, as the performance targets were not met and the options were forfeited, (ii) 2005 performance share awards as the performance targets were not met and the performance shares were forfeited, (iii) 2004 options as the earned portion has vested and any remaining unearned portions of the grant were forfeited due to non-achievement of performance targets and (iv) 2006 options and performance as the earned portions have vested and any remaining unearned portions of the grant were forfeited due to non-achievement of performance tests.

(7)		Represents the lesser of the target annual incentive for the year in which termination occurs and the average of the bonus received by Mr. Few for the previous three years ($535,000) plus the sum of the highest salary paid during the term of the agreement ($475,000) and the average bonus actually earned during three years immediately prior to termination ($535,000).

(8)		Represents the acceleration of vesting of the entire grant of the 2007 options, the 2007 performance shares (other than 1/4 of the grant which will be forfeited on vesting for non-achievement of the 2008 performance test), the 2008 performance shares (other than 1/3 of the grant which will be forfeited on vesting for non-achievement of the 2008 performance test) and the 2009 performance shares. The amounts do not include the (i) 2003 options as they have fully vested on December 31, 2009, (ii) 2005 options, as the performance targets were not met and the options were forfeited, (iii) 2005 performance share awards as the performance targets were not met and the performance shares were forfeited, (iv) 2004 options as the earned portion has vested and any remaining unearned portions of the grant were forfeited due to non-achievement of performance targets and (v) 2006 options and performance shares as the earned portions have vested and any remaining unearned portions of the grant were forfeited due to non-achievement of performance tests.

We are not obligated to make any cash payments to these executives if their employment is terminated by us for cause or by the executive not for good reason. A change in control does not affect the amount or timing of these cash severance payments.

Non-Employee Director Compensation


			2009		2009
	Fees Earned		Stock		Option
	or Paid in		Awards		Awards		All Other
Name	Cash ($)(1)		($)(2)		($)		Compensation ($)		Total ($)

Liaquat Ahamed(3)	$	80,000	$	75,011		—		—	$	155,011
Matthew Botein(4)	$	85,000	$	75,011		—		—	$	160,011
Richard Bucknall(5)	$	136,340	$	75,011		—		—	$	211,351
John Cavoores(6)	$	80,000	$	75,011		—		—	$	155,011
Ian Cormack(7)	$	135,000	$	75,011		—		—	$	210,011
Heidi Hutter(8)	$	139,175	$	75,011		—		—	$	214,186
Glyn Jones(9)	$	313,400	$	200,004		—	$	470,100	$	983,504
David Kelso(10)	$	85,000	$	75,011		—		—	$	160,011
Peter O’Flinn(11)	$	63,333	$	75,011		—		—	$	138,344
Norman Rosenthal(12)	$	25,417		—		—		—	$	25,417


(1)		Effective July 2007, for directors who are paid for their services to Aspen Holdings in British Pounds rather than U.S. Dollars such as Mr. Bucknall, his remuneration is converted at an exchange rate of $1.779:£1. For fees paid to directors in British Pounds such as Mr. Jones for his salary of £200,000, and Ms. Hutter and Mr. Bucknall, for their services to AMAL, for reporting purposes, an exchange rate of $1.567:£1 has been used for 2009, the average rate of exchange.

(2)		Consists of restricted share units. Valuation is based on the grant date fair values of the awards calculated in accordance with FASB ASC Topic 718, without regard to forfeiture assumptions.

(3)		Represents the annual board fee of $50,000, $25,000 attendance fee ($5,000 for each board meeting or separate committee meeting not scheduled around the Board meeting, attended by a director) and $5,000 for serving as the Chair of the Investment Committee. Mr. Ahamed was granted 847 restricted share units on February 8, 2008 representing the pro rata amount of restricted share units granted to members of the Board on May 4, 2007 and 1,913 restricted share units on May 2, 2008. All those restricted share units have vested and are issued. Mr. Ahamed was also granted 3,165 restricted share units on May 1, 2009, of those 1,846 have vested and are issued.

(4)		Represents the annual board fee of $50,000, $20,000 attendance fee ($5,000 for each board meeting or separate committee meeting not scheduled around the Board meeting, attended by a director) and an additional $15,000 for three additional meetings attended by Mr. Botein. Mr. Botein holds 3,431 ordinary shares (which reflect the vesting and issuance of 1,913 restricted share units granted in 2008 and 1,500 restricted share units granted in 2007). Mr. Botein was also granted 3,165 restricted share units on May 1, 2009, of those 1,846 have vested and are issued.

(5)		Represents the annual board fee of $50,000, $30,000 attendance fee ($5,000 for each board meeting or separate committee meeting not scheduled around the Board meeting, attended by a director), $10,000 for serving on the Audit Committee, $5,000 for serving as the Chair of the Compensation Committee, $10,000 for serving as director of Aspen U.K., and £20,000 for serving as director of AMAL. Mr. Bucknall holds 8,931 ordinary shares (which include the vesting and issuance of 1,913 restricted share units granted in 2008 and 1,500 restricted share units granted in 2007). Mr. Bucknall was also granted 3,165 restricted share units on May 1, 2009, of those 1,846 have vested and are issued.

(6)		Represents the annual board fee of $50,000 and $30,000 attendance fee ($5,000 for each board meeting or separate committee meeting not scheduled around the Board meeting, attended by a director). Mr. Cavoores holds 3,758 ordinary shares (which reflect the vesting and issuance of 1,913 restricted share units granted in 2008 and 1,845 restricted share units granted in 2007). Mr. Cavoores was also granted 3,165 restricted share units on May 1, 2009, of those 1,846 have vested and are issued. Mr. Cavoores also holds 2,012 unvested options.


(7)		Represents the annual board fee of $50,000, $25,000 attendance fee ($5,000 for each board meeting or separate committee meeting not scheduled around the Board meeting, attended by a director), $25,000 fee for serving as the Audit Committee Chairman, $10,000 for serving on the Board of Aspen U.K. and $25,000 for serving as the Chair of the Audit Committee of Aspen U.K. Mr. Cormack holds 5,928 ordinary shares (which include the vesting and issuance of 1,913 restricted share units granted in 2008 and 1,845 restricted share units granted in 2007). Mr. Cormack holds a total of 45,175 vested options as at December 31, 2009. Mr. Cormack was also granted 3,165 restricted share units on May 1, 2009, of those 1,846 have vested and are issued.

(8)		Represents the annual board fee of $50,000, $25,000 attendance fee ($5,000 for each board meeting or separate committee meeting not scheduled around the Board meeting, attended by a director), $10,000 for serving as a member of the Audit Committee, $5,000 for serving as the Chair of the Risk Committee, $10,000 for serving on the Board of Aspen U.K. and £25,000 for serving as the Chair of AMAL. Eighty percent of the total compensation is paid to The Black Diamond Group LLC, of which Ms. Hutter is the Chief Executive Officer. Ms. Hutter holds a total of 85,925 vested options as at December 31, 2009. Ms. Hutter (including the awards held by The Black Diamond Group) holds 8,098 ordinary shares (which include the vesting and issuance of 1,913 restricted share units granted in 2008 and 1,845 restricted share units granted in 2007). Ms. Hutter was also granted 3,165 restricted share units on May 1, 2009, of those 1,846 have vested and are issued.

(9)		Represents Mr. Jones’ annual salary of £200,000 and bonus of £300,000 (converted at £1: $1.567). In connection with his appointment as Chairman in 2007, Mr. Jones was granted 7,380 restricted share units, one-third (1/3) of which vests annually from the grant date; 4,920 shares have vested and have been issued. Mr. Jones was also granted 7,651 restricted share units on May 2, 2008, one-third (1/3) of which vests annually from the date of grant; 2,551 shares have vested and have been issued. Mr. Jones was also granted 8,439 restricted share units on May 1, 2009, none of which has vested. Mr. Jones also holds 2,012 unvested options.

(10)		Represents the annual board fee of $50,000, $25,000 attendance fee ($5,000 for each board meeting or separate committee meeting not scheduled around the Board meeting, attended by a director) and $10,000 for serving as a member of the Audit Committee. Mr. Kelso holds 4,435 vested options as at December 31, 2009. Mr. Kelso holds 5,758 ordinary shares (which include the vesting and issuance of 1,913 restricted share units granted in 2008 and 1,845 restricted share units granted in 2007). Mr. Kelso was also granted 3,165 restricted share units on May 1, 2009, of those 1,846 have vested and are issued.

(11)		Represents the pro rata amount of the annual fee of $50,000 as Mr. O’Flinn joined our Board on April 29, 2009, $20,000 attendance fee ($5,000 for each board meeting or separate committee meeting not scheduled around the Board meeting, attended by a director), the pro rata fee of $10,000 for serving as a member of the Audit Committee and the pro rata fee of $5,000 for acting as Chair of the Corporate Governance and Nominating Committee with effect on April 29, 2009. Mr. O’Flinn was granted 3,165 restricted share units on May 1, 2009, of those 1,846 have vested and are issued.

(12)		Represents the pro rata amount of the annual fee of $50,000 as Mr. Rosenthal ceased being a member of our Board on April 29, 2009, $5,000 attendance fee ($5,000 for each board meeting or separate committee meeting not scheduled around the Board meeting, attended by a director), the pro rata fee of $10,000 for serving as a member of the Audit Committee. Mr. Rosenthal holds 10,608 ordinary shares.

Summary of Non-Employee Director Compensation

Annual Fees. The compensation of non-executive directors is benchmarked against peer companies and companies listed on the FTSE 250, taking into account complexity, time commitment and committee duties. With effect from February 6, 2008, the annual director fee is $50,000, plus a fee of $5,000 for each board meeting (or single group of boardand/or committee meetings) attended by the director. Directors who are not employees of the Company, other than the Chairman, are entitled to an annual grant of $50,000 in restricted share units. In 2009, the Board approved an increase in the value of the annual grant to directors to $75,000. The Chairman is entitled to an annual grant of $200,000 in restricted share units.

The chairman of each committee of our Board (other than if the Chair is also the Chairman of the Board) other than the Audit Committee receives an additional $5,000 per annum and the Audit Committee chairman receives an additional $25,000 per annum. Other members of the Audit Committee also receive an additional $10,000 per annum for service on that Committee. In addition, members of our Board who are also members of the Board of Aspen U.K. receive an additional $10,000 (Messrs. Bucknall and Cormack and Ms. Hutter). Mr. Cormack also receives an additional $25,000 for serving as the Chairman of the Audit Committee of Aspen U.K. Ms. Hutter also receives £25,000 for serving as the Chair of AMAL and Mr. Bucknall receives £20,000 for serving as a director of AMAL.

Mr. Jones received an annual salary of £200,000 for 2009 for serving as Chairman of our Board and a bonus of £300,000. Mr. Jones’ annual salary for 2010 will remain at £200,000. For 2010, the Board changed the compensation terms for our Chairman; he will no longer be eligible for consideration for an annual bonus and was granted a greater amount of restricted share units, an increase from $200,000 to $500,000. The Board retained its right to vary the yearly grant of restricted share units to the Chairman depending on market conditions and performance of the Company.

Non-Employee Directors Stock Option Plan. At our annual general meeting of shareholders held on May 25, 2006, our shareholders approved the 2006 Stock Option Plan for non-employee directors of the Company (“2006 Stock Option Plan”) under which a total of 400,000 ordinary shares may be issued in relation to options granted under the 2006 Stock Option Plan. At our annual general meeting on May 2, 2007, the 2006 Stock Option Plan was amended and renamed the 2006 Stock Incentive Plan for Non-Employee Directors (the “Amended 2006 Stock Option Plan”) to allow the issuance of restricted share units.

Following the annual general meeting of our shareholders, on May 25, 2006, our Board approved the grant of 4,435 options under the 2006 Stock Option Plan for each of the non-employee directors at the time. Eighty percent of the options granted to Ms. Hutter were issued to The Black Diamond Group LLC, of which she is the Chief Executive Officer. Messrs. Cavoores and Jones were not members of the Board at the time of grant, and therefore did not receive any options until following their appointment. The exercise price is $21.96, the average of the high and low prices of the Company’s ordinary shares on the date of grant (May 25, 2006). Each of Messrs. Jones and Cavoores were granted 2,012 options on July 30, 2007, representing a pro rated amount of the options granted to the directors in 2006, as they joined the Board on October 30, 2006 and did not receive options in such year. Subject to the grantee’s continued service as a director, the options will vest on the third anniversary of the grant date.

Following the annual general meeting on May 2, 2007, our Board approved the grant of 1,845 restricted share units under the Amended 2006 Stock Option Plan for each of our non-employee directors at the time, other than Mr. Jones, our Chairman. The date of grant of the restricted share units is May 4, 2007 (being the day on which our close period ends following the release of our earnings). With respect to Ms. Hutter, 80% of the restricted share units will be issued to The Black Diamond Group LLC, of which she is the Chief Executive Officer. In addition, Mr. Ahamed was granted 847 restricted share units on February 8, 2008, representing a pro rated amount of the restricted share units granted to the directors in 2007, as he joined the Board on October 31, 2007 and did not receive any restricted share units in such year. Subject to the director remaining on the Board, one-twelfth (1/12) of the restricted share units will vest on each one month anniversary of the date of grant, with 100% of the restricted share units becoming vested on the first anniversary of the grant date. The shares under the restricted share units will be paid out 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), then the director will receive the shares under the restricted share units that have vested through the date the director leaves the Board. Subject to the terms of the award, all restricted share units granted in 2007 have vested and were issued. In connection with Mr. Jones’ appointment as our Chairman, he was granted 7,380 ordinary shares with a grant date of May 4, 2007, one-third of which vests annually over a three-year period from the date of grant. Two-thirds of the grant awarded to Mr. Jones has vested and is issued.

On April 30, 2008, our Board approved the grant of 1,913 restricted share units under the Amended 2006 Stock Option Plan for each of our non-employee directors at the time, other than Mr. Jones, our Chairman.

The date of grant of the restricted share units is May 2, 2008 (being the day on which our close period ends following the release of our earnings). With respect to Ms. Hutter, 80% of the restricted share units will be issued to The Black Diamond Group LLC, of which she is the Chief Executive Officer. Subject to the director remaining on the Board, one-twelfth (1/12) of the restricted share units will vest on each one month anniversary of the date of grant, with 100% of the restricted share units becoming vested on the first anniversary of the grant date. If a director leaves the Board for any reason other than “Cause” (as defined in the award agreement), then the director will receive the shares under the restricted share units that have vested through the date the director leaves the Board. Subject to the terms of the award, all restricted share units granted in 2007 have vested and were issued. Mr. Jones was granted 7,651 ordinary shares with a grant date of May 2, 2008, one-third of which vests annually over a three-year period from the date of grant. One-third of the grant awarded to Mr. Jones has vested and is issued.

On April 29, 2009, our Board approved the grant of 3,165 restricted share units under the Amended 2006 Stock Option Plan for each of our non-employee directors at the time, other than Mr. Jones, our Chairman. The date of grant of the restricted share units is May 1, 2009 (being the day on which our close period ends following the release of our earnings). With respect to Ms. Hutter, 80% of the restricted share units will be issued to The Black Diamond Group LLC, of which she is the Chief Executive Officer. Subject to the director remaining on the Board, one-twelfth (1/12) of the restricted share units will vest on each one month anniversary of the date of grant, with 100% of the restricted share units becoming vested on the first anniversary of the grant date. All restricted share units which vest as of December 31, 2009 will be issued as soon as practicable after year-end, with the remainder being issued 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), then the director will receive the shares under the restricted share units that have vested through the date the director leaves the Board. Mr. Jones was granted 8,439 ordinary shares with a grant date of May 1, 2009, one-third of which vests annually over a three-year period from the date of grant.

On February 9, 2010, our Board approved the grant of 3,580 restricted share units under the Amended 2006 Stock Option Plan to each of our non-employee directors, other than Mr. Jones, our Chairman. The Board increased the size of the grant from $75,000 to $100,000 for each non-executive director. The Board also approved a grant of 17,902 for Mr. Jones, our Chairman, in which they increased the size of the annual grant from $200,000 to $500,000 per year. The Board also approved a change in the vesting schedule regarding Mr. Jones’ grant to be consistent with the vesting schedule of the grants awarded to the other non-executive directors, in which one-twelfth of the grant will vest on each one month anniversary of the date of grant. The date of grant of the restricted share units is February 11, 2010 (being the day on which our close period ends following the release of our earnings). With respect to Ms. Hutter, 80% of the restricted share units will be issued to The Black Diamond Group LLC, of which she is the Chief Executive Officer. Subject to the director remaining on the Board, one-twelfth (1/12) of the restricted share units will vest on each one month anniversary of the date of grant, with 100% of the restricted share units becoming vested on the first anniversary of the grant date. The shares under the restricted share will be paid out on the first anniversary of the grant date, however, all restricted share units which vest as of December 31, 2010 will be issued as soon as practicable after year-end, with the remainder being issued on the first anniversary of the grant date. If a director leaves the Board for any reason other than “Cause”, then the director will receive the shares under the restricted share units that have vested through the date the director leaves the Board.

Compensation Policies and Risk

Our compensation program, which applies to all employees including executive officers, is designed to provide competitive levels of reward that are responsive to group and individual performance, but that do not incentivize risk taking that is reasonably likely to have a material adverse effect on the Company.

In reaching our conclusion that our compensation practices do not incentivize risk taking that is reasonably likely to have a material adverse effect on the Company, we examined the various elements of our compensation programs and policies as well as (i) the potential risks that management and or individual underwriters can take to increase the Company’s results or the underwriting results of a particular line of business and (ii) risk mitigation controls. We believe that the most important mitigating factor for these risks

is our risk culture, which is characterized by a top-down commitment to a disciplined process for the identification, measurement, management and reporting of risks. For example, as a company which provides catastrophe cover, one of the risks we face is having excessive natural catastrophe exposure, which if not managed would create a high ROE in a low catastrophe year and capital impairment in a year where excess catastrophe occurs. We manage this risk by having natural catastrophe tolerances approved by our Board as part of our annual business plan. Adherence to these limits are independently monitored and reported monthly by the Chief Risk Officer to management with any breaches of set tolerances being reported to the Risk Committee.

COMPENSATION COMMITTEE REPORT

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

Our Compensation Committee has reviewed the Compensation Discussion and Analysis required by Item 402(b) ofRegulation S-K under the Securities Act with management.

Based on the review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report onForm 10-K.

Compensation Committee

Richard Bucknall (Chair)

Matthew Botein

John Cavoores

February 26, 2010

AUDIT COMMITTEE REPORT

This report is furnished by the Audit Committee of the board of directors with respect to the Company’s financial statements for the year ended December 31, 2009. The Audit Committee held four meetings in 2009.

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

The Company’s management is responsible for the preparation and presentation of complete and accurate financial statements. The Company’s independent registered public accounting firm, KPMG Audit Plc, is responsible for performing an independent audit of the Company’s financial statements in accordance with standards of the Public Company Accounting Oversight Board (United States) and for issuing a report on their audit.

In performing its oversight role in connection with the audit of the Company’s financial statements for the year ended December 31, 2009, the Audit Committee has: (1) reviewed and discussed the audited financial statements with management; (2) reviewed and discussed with the independent registered public accounting firm the matters required by Statement of Auditing Standards No. 61, as amended; and (3) received the written disclosures and the letter from the independent registered public accounting firm and reviewed and discussed with the independent registered public accounting firm the matters required by the Public Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. Based on these reviews and discussions, the Audit Committee has determined its independent registered public accounting firm to be independent and has recommended to the Board that the audited financial statements be included in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2009 for filing with the United States Securities and Exchange Commission (“SEC”) and for presentation to the shareholders at the 2010 Annual General Meeting.

Audit Committee

Ian Cormack (Chair)

Richard Bucknall

Heidi Hutter

David Kelso

Peter O’Flinn

February 26, 2010

POLICY ON SHAREHOLDER PROPOSALS FOR DIRECTOR CANDIDATES
AND EVALUATION OF DIRECTOR CANDIDATES

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

Submission of Shareholder Proposals. Shareholder recommendations of director nominees to be included in the Company’s proxy materials will be considered only if received no later than the 120th calendar day before the first anniversary of the date of the Company’s proxy statement in connection with the previous year’s annual general meeting. The Company may in its discretion exclude such shareholder recommendations even if received in a timely manner. Accordingly, this policy is not intended to waive the Company’s right to exclude shareholder proposals from its proxy statement.

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 submitted at least 90 calendar days before the annual general meeting of shareholders.

A shareholder who wishes to recommend a person or persons for consideration as a Company nominee for election to the Board should send a written notice by mail,c/o Company Secretary, Aspen Insurance Holdings Limited, Maxwell Roberts Building, 1 Church Street, Hamilton HM11, Bermuda, or by fax to 1-441-295-1829 and include the following information:


	•	the name of each person recommended by the shareholder(s) to be considered as a nominee;

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

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

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

	•	a business address and telephone number for each nominee (ane-mail address may also be included); and

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

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

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


	•	he or she must have the highest standards of personal and professional integrity;

	•	he or she must have exhibited mature judgment through significant accomplishments in his or her chosen field of expertise;

	•	he or she must have a well-developed career history with specializations and skills that are relevant to understanding and benefiting the Company;

	•	he or she must be able to allocate sufficient time and energy to director duties, including preparation for meetings and attendance at meetings;

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


	•	he or she must be familiar with, and willing to assume, the duties of a director on the Board of a public company.

Process for Evaluation of Director Nominees. The Corporate Governance and Nominating Committee has the authority and responsibility to lead the search for individuals qualified to become members of our 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 necessary, as well as the diversity and other needs of the Board. As vacancies arise, the Corporate Governance and Nominating Committee looks at the overall Board and assesses the need for specific qualifications and experience needed to enhance the composition and diversify the viewpoints and contribution to the Board.

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.

The Corporate Governance and Nominating Committee may determine that members of the Board should have diverse experiences, skills and perspectives as well as knowledge in the areas of the Company’s activities.

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


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

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

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

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

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

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

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

Shareholder Communications to the Board of Directors

The Board provides a process for shareholders to send communications to the Board or any of the directors. Shareholders may send written communications to the Board or any one or more of the individual directors by mail,c/o Company Secretary, Aspen Insurance Holdings Limited, Maxwell Roberts Building, 1 Church Street, Hamilton HM11, Bermuda, or by fax to 1-441-295- 1829. All communications will be referred to the Board or relevant directors. Shareholders may also sende-mails to any of our directors via our website atwww.aspen.bm.

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

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

Compliance with Section 16(a) of the Exchange Act

The Company, as a foreign private issuer, is not required to comply with the provisions of Section 16 of the Exchange Act relating to the reporting of securities transactions by certain persons and the recovery of “short-swing” profits from the purchase or sale of securities.

BENEFICIAL OWNERSHIP

The following table sets forth information as of February 15, 2010 (including, in this table only, options that would be exercisable by March 15, 2010) regarding beneficial ownership of ordinary shares and the applicable voting rights attached to such share ownership in accordance with our Bye-Laws by:


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

	•	each of our directors;

	•	each of our named executive officers; and

	•	all of our executive officers and directors as a group.

As of February 15, 2010, 78,511,325 ordinary shares were outstanding. This includes the initial amount of 4,875,195 ordinary shares that we purchased and canceled under the accelerated share repurchase program we entered into with Goldman Sachs on January 5, 2010.


	Number of Ordinary		Percentage of Ordinary
Name and Address of Beneficial Owner(1)	Shares(2)		Shares Outstanding(2)

BlackRock, Inc.(3)		8,066,343		10.2	%
40 East 52nd Street
New York, NY 10022 U.S.A
Royce & Associates LLC(4)		4,258,842		5.4	%
745 Fifth Avenue
New York, NY 10151 U.S.A
Norges Bank (The Central Bank of Norway)(5)		4,143,666		5.2	%
Bankplassen 2
PO Box 1179 Sentrum
NO 0107 Oslo
Norway
Glyn Jones(6)		7,471		*
Christopher O’Kane(7)		1,137,902		1.38	%
Richard Houghton(8)		5,812
Julian Cusack(9)		284,018		*
Brian Boornazian(10)		82,392		*
James Few(11)		206,192		*
Liaquat Ahamed(12)		5,397		*
Matthew Botein(13)		6,050		*
Richard Bucknall(14)		11,550		*
John Cavoores(15)		6,395		*
Ian Cormack(16)		53,740		*
Heidi Hutter(17)		88,074		*
David Kelso(18)		12,830		*
Peter O’Flinn(19)		2,637		*
All directors and executive officers as a group (22 persons)		2,172,007		2.70	%


*		Less than 1%

(1)		Unless otherwise stated, the address for each director and officer isc/o Aspen Insurance Holdings Limited, Maxwell Roberts Building, 1 Church Street, Hamilton HM 11, Bermuda.


(2)		Represents the outstanding ordinary shares as at February 15, 2010, except for unaffiliated shareholders, whose information is disclosed as of the dates of their Schedule 13G noted in their respective footnotes. With respect to the directors and officers, includes the vested options exercisable and awards issuable for ordinary shares. The percentage of ordinary shares outstanding reflects the amount outstanding as at February 15, 2010, which takes into account the number of shares we repurchased as disclosed above. However, the beneficial ownership for non-affiliates is as of the earlier dates referenced in their respective notes below. Accordingly, the percentage ownership may have changed following such Schedule 13G filings.

		Our Bye-Laws generally provide for voting adjustments in certain circumstances where there is a 9.5% U.S. Shareholder as defined in our Bye-laws. For purposes of determining whether there is a 9.5% U.S. Shareholder, we note that the beneficial ownership percentage of a shareholder in the table above will likely differ from such Shareholder’s ownership percentage calculated under Code provisions as required by our Bye-laws.

(3)		As filed with the SEC on Schedule 13G on January 29, 2010. The Schedule 13G amends the most recent Schedule 13G filed by Barclays Global Investors, NA following BlackRock’s completion of its acquisition of Barclays Global Investors NA on December 1, 2009. BlackRock Institutional Trust Company, N.A. beneficially owns 5% or greater of the ordinary shares as filed by BlackRock on Schedule 13G.

(4)		As filed with the SEC on Schedule 13G/A by Royce & Associates LLC on January 26, 2010.

(5)		As filed with the SEC on Schedule 13G/A by Norges Bank (Central Bank of Norway) on January 12, 2010.

(6)		Represents 7,471 ordinary shares.

(7)		Includes 34,750 ordinary shares and 1,103,152 ordinary shares issuable upon exercise of vested options, held by Mr. O’Kane.

(8)		Represents 3,145 ordinary shares and 2,667 restricted share units that are issuable.

(9)		Includes 2,349 ordinary shares and 281,669 ordinary shares issuable upon exercise of vested options, held by Mr. Cusack.

(10)		Includes 22,662 ordinary shares and 59,730 ordinary shares issuable upon exercise of vested options, held by Mr. Boornazian.

(11)		Includes 9,449 ordinary shares and 196,743 ordinary shares issuable upon exercise of vested options, held by Mr. Few.

(12)		Represents 4,606 ordinary shares and 791 vested restricted share units that are issuable.

(13)		Represents 5,259 ordinary shares and 791 vested restricted share units that are issuable.

(14)		Represents 10,759 ordinary shares and 791 vested restricted share units that are issuable.

(15)		Represents 5,604 ordinary shares and 791 vested restricted share units that are issuable.

(16)		Represents 7,774 ordinary shares, 45,175 ordinary shares issuable upon exercise of vested options, held by Mr. Cormack and 791 vested restricted share units that are issuable.

(17)		Ms. Hutter, one of our directors, is the beneficial owner of 1,991 ordinary shares. As Chief Executive Officer of The Black Diamond Group, LLC, Ms. Hutter has shared voting and investment power over the 7,953 ordinary shares beneficially owned by The Black Diamond Group, LLC. The business address of Ms. Hutter isc/o Black Diamond Group, 515 Congress Avenue, Suite 2220, Austin, Texas 78701. Ms. Hutter also holds vested options exercisable for 85,925 ordinary shares. Ms. Hutter also holds 791 vested restricted share units that are issuable.

(18)		Represents 7,604 ordinary shares, 4,435 vested options and 791 vested restricted share units that are issuable.

(19)		Represents 1,846 ordinary shares and 791 vested restricted share units that are issuable.

The table below includes securities to be issued upon exercise of options granted pursuant to the Company’s 2003 Share Incentive Plan and the Amended 2006 Stock Option Plan as of December 31, 2009. The 2003 Share Incentive Plan, as amended, and the 2006 Stock Option Plan were approved by shareholders at our annual general meetings.

Number of Securities

Remaining Available for

Weighted-Average

Future Issuance Under

Number of Securities to

Exercise

Equity Compensation

be Issued Upon Exercise

of Price of Outstanding

Plans (Excluding

of Outstanding Options,

Options, Warrants and

Securities Reflected in

Plan Category

Warrants and Rights

Rights(1)

Column A)

Equity compensation plans approved by security holders

5,101,237

12.86

2,653,482

Equity compensation plans not approved by security holders

—

Total

5,101,237

12.86

2,653,482


(1)		The weighted average exercise price calculation includes option exercise prices between $16.20 and $27.52 plus outstanding restricted share units and performance shares which have a $Nil exercise price.

PERFORMANCE GRAPH

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

The following graph compares cumulative return on our ordinary shares, including reinvestment of dividends of our ordinary shares, to such return for the S&P 500 Composite Stock Price Index and S&P’s Super Composite Property-Casualty Insurance Index, for the period commencing December 31, 2004 and ending on December 31, 2009, assuming $100 was invested on December 31, 2004. The measurement point on the graph below represents the cumulative shareholder return as measured by the last sale price at the end of each calendar month during the period from December 31, 2004 through December 31, 2009. As depicted in the graph below, during this period, the cumulative total return (1) on our ordinary shares was 17.0%, (2) for the S&P 500 Composite Stock Price Index was 2.1% and (3) for the S&P Super Composite Property-Casualty Insurance Index was — 6.7%.

PROPOSAL FOR ELECTION OF DIRECTOR

(Proposal No. 1)

Proposal No. 1calls for a voteFORthe re-election of Messrs. Ian Cormack, Matthew Botein, Richard Bucknell and the election of Mr. Peter O’Flinn as Class III directors at the Annual General Meeting. If elected, each director will serve until the Company’s Annual General Meeting of Shareholders in 2013 or until his successor is elected and qualified.

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

Votes Required

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

THE BOARD RECOMMENDS VOTING “FOR” THE ELECTION OF
THE NOMINEES AS CLASS III DIRECTORS.

APPOINTMENT OF THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

(Proposal No. 2)

Proposal No. 2calls for a voteFORthe appointment of KPMG Audit plc as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010. On February 8, 2010, the Audit Committee selected, subject to appointment by the Company’s Shareholders, KPMG Audit plc to continue to serve as independent registered public accounting firm for the Company and its subsidiaries for the fiscal year ending December 31, 2010. KPMG Audit plc has served as the Company’s independent auditor since 2002.

A representative of KPMG Audit plc is expected to be present at the Annual General Meeting and will have the opportunity to make statements and to respond to appropriate questions raised at the Annual General Meeting.

Fees Billed to the Company by KPMG Audit plc

The following table represents aggregate fees billed to the Company for fiscal years ended December 31, 2009 and 2008 by KPMG Audit Plc (“KPMG”), the Company’s principal accounting firm.


	Twelve Months Ended		Twelve Months Ended
	December 31, 2009		December 31, 2008
	($ in thousands)

Audit Fees(a)	$	2,984.6	$	2,685.3
Audit-Related Fees(b)	$	199.1	$	206.0
Tax Fees(c)		—		—
All Other Fees(d)		—		—

Total Fees	$	3,183.7	$	2,891.3


(a)		Audit fees related to the audit of the Company’s financial statements for the twelve months ended December 31, 2009 and 2008, the review of the financial statements included in our quarterly reports onForm 10-Q during 2009 and 2008 and for services that are normally provided by KPMG in connection with statutory and regulatory filings for the relevant fiscal years.

(b)		Audit-related feesare fees related to assurance and related services for the performance of the audit or review of the Company’s financial statements (other than the audit fees disclosed above).

(c)		Tax feesare fees related to tax compliance, tax advice and tax planning services.

(d)		All other feesrelate to fees billed to the Company by KPMG for all other non-audit services rendered to the Company.

The Audit Committee has considered whether the provision of non-audit services by KPMG is compatible with maintaining KPMG’s independence with respect to the Company and has determined that the provision of the specified services is consistent with and compatible with KPMG maintaining its independence. The Audit Committee approved all services that were provided by KPMG.

Votes Required

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

THE BOARD RECOMMENDS VOTING “FOR” THE APPOINTMENT OF
KPMG AUDIT PLC AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.

OTHER MATTERS

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

By Order of the Board of Directors,

Heather Kitson

Secretary

Hamilton, Bermuda

March 18, 2010

* * * * * * *

The Annual Report onForm 10-K, including financial statements for the fiscal year ended December 31, 2009, has been posted on the “Investor Relations” page of our website at www.aspen.bm. The Annual Report does not form any part of the material for the solicitation of proxies. This Proxy Statement differs in some respects from a proxy statement required to be filed by a U.S. domestic issuer because the Company is a “foreign private issuer”. Certain additional information relating to the Company may be found in its Annual Report onForm 10-K for the year ended December 31, 2009. Upon written request of a Shareholder, the Company will furnish, without charge, a copy of the Company’s Annual Report onForm 10-K, as filed with the SEC. If you would like a copy of the Annual Report onForm 10-K, please contact Aspen Insurance Holdings Limited, Maxwell Roberts Building, 1 Church Street, Hamilton HM11, Bermuda, Attn: Head of Investor Relations. In addition, financial reports and recent filings with the SEC, including the Annual Report onForm 10-K, are available on the Internet athttp://www.sec.gov. Company information is also available on the Internet athttp://www.aspen.bm.

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

We encourage you to take advantage of Internet or telephone voting.
Both are available 24 hours a day, 7 days a week.

Internet and telephone voting is available through 11:59 PM Eastern Time the day prior to
annual meeting day.

Aspen Insurance Holdings Limited		INTERNET http://www.proxyvoting.com/ahl Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site.
		OR
		TELEPHONE 1-866-540-5760 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.
		If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card. To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

Ú FOLD AND DETACH HEREÚ

The Board of Directors recommends a vote “FOR” each proposal listed below.	Please mark your votes as indicated in this example	ý
	Please mark your votes as indicated in this example	ý

Please see description of proposals on bottom portion of this card.

Proposal 1.

To re-elect (1) Mr. Ian Cormack, (2) Mr. Matthew Botein and (3) Mr. Richard Bucknall and to elect (4) Mr. Peter O’Flinn as Class III directors of the Company

For
o

Withhold All
o

For All Except
o

Proposal 2.

To appoint KPMG Audit plc, London, England, to act as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010 and to authorize the Board of Directors through the Audit Committee to set the remuneration for the independent registered public accounting firm.

For
o

Against
o

Abstain
o

To withhold authority for any individual nominee under Proposal 1, write the number of each nominee you wish to withhold on the line(s) below:

Mark Here for
Address Change
or Comments
SEE REVERSE

Signature

Date

Signature

Date

The signer hereby revokes all proxies heretofore given by the signer to vote at said meeting or any adjournment thereof.
Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

ChooseMLink^SM for fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on toInvestor ServiceDirect^® atwww.bnymellon.com/shareowner/isd where step-by-step instructions will prompt you through enrollment.

Ú FOLD AND DETACH HEREÚ

ASPEN INSURANCE HOLDINGS LIMITED

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 28, 2010

The undersigned hereby appoints Christopher O’Kane and Richard Houghton, jointly and severally, as proxies of the undersigned, with full power of substitution and with the authority in each to act in the absence of the other, to vote on behalf of the undersigned, all Ordinary Shares of the undersigned at the Annual General Meeting of Shareholders to be held on April 28, 2010, and at any adjournment thereof, upon the subjects described in the letter furnished herewith, subject to any directions indicated below.

Your vote is important! Please complete, date, sign and return this form to Aspen Insurance Holdings Limited, c/o BNY Mellon Shareowner Services, attn: Proxy Processing, P.O. Box 3865, South Hackensack, NJ 07606, in the accompanying envelope.

This proxy when properly signed will be voted in accordance with the instructions, if any, given hereon. If this form of proxy is properly signed and returned but no direction is given, the proxy will vote FOR each proposal listed below and in accordance with the proxyholder’s best judgment as to any other business as may properly come before the Annual General Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be Held on April 28, 2010.

The proxy statement and annual report to security holders are available at http://www.aspen.bm.

		BNY MELLON SHAREOWNER SERVICES PROXY PROCESSING P.O. BOX 3865 SOUTH HACKENSACK, NJ 07606-3865
Address Change/Comments (Mark the corresponding box on the reverse side)
	(Continued on reverse side)

Aspen Insurance Holdings Limited (AHL-PE) 8-KRegulation FD Disclosure