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                                                                   EXHIBIT 10.12
                                                                   R432762D0E

                        QUALIFYING QUOTA SHARE AGREEMENT
                        --------------------------------

                                  made between

                     WELLINGTON UNDERWRITING SYNDICATE 2020,
                     ---------------------------------------

                      (hereinafter called the "Reinsured")

                                 of the one part

                                       and

                           ASPEN INSURANCE UK LIMITED
                           --------------------------

                              (previously known as
                         WELLINGTON REINSURANCE LIMITED)

                      (hereinafter called the "Reinsurers")

                               of the other part.


PREAMBLE

         Whereas the Reinsured desire to reinsure a certain proportion (as
herein defined) of the liability accruing to them in respect of their Whole
Account and covering business incepting between 1st January 2003 and 31st
December 2003, both days inclusive in respect of the 2003 year of account
excluding the reinsurance to close from earlier years of account.

         Now, therefore, it is agreed between the parties as follows:

                                   ARTICLE I

                             CESSIONS TO REINSURERS

1. The Reinsured shall cede to the Reinsurers, and the Reinsurers shall accept
by way of reinsurance, a Quota Share of 7.50% of the business set forth in the
Preamble, for the specified period.

         Notwithstanding the foregoing, it is understood and agreed that
business written as a reinsurance of Aspen Insurance UK Limited and business
underwritten by Wellington Underwriting Inc. shall be excluded from the scope of
this Agreement.

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2. The Reinsurers shall share in the benefits (to the extent recoveries are
collected) and costs of all reinsurances protecting the Reinsured's Whole
Account, other than any Whole Account Stop Loss coverage, costs being allocated
in accordance with Article VI.

3. All reinsurances (excess of loss or otherwise) purchased by the Reinsured to
be for common account, other than any Whole Account Stop Loss.

                                   ARTICLE II

                            COMMENCEMENT OF AGREEMENT

         This Agreement shall apply to all business incepting between 1st
January 2003 and 31st December 2003, both days inclusive, in respect of the 2003
year of account excluding the reinsurance to close from earlier years of
account.

                                  ARTICLE III

                                TERRITORIAL SCOPE

         This Agreement shall apply to losses occurring Worldwide.

                                   ARTICLE IV

                       ATTACHMENT OF REINSURERS' LIABILITY

         The liability of the Reinsurers hereunder shall commence and expire
simultaneously and automatically with the liability of the Reinsured under the
original acceptances.

                                   ARTICLE V

              PREMIUM COMMISSION AND ORIGINAL TERMS AND CONDITIONS

1. The Reinsurers shall hereon follow the fortunes of the Reinsured in respect
of all original business and all common account reinsurances which are the
subject matter of this Agreement.

2. The Reinsured shall pay to the Reinsurers their share of the 100% Whole
Account premiums written, less only commissions as set out herein. Premiums are
original premiums less all overseas levies, taxes and original brokerage and
commissions, with no further deduction for any other fees, costs, or levies.

3. The Reinsurers shall allow to the Reinsured an over-riding commission of 8%
on the Gross Net Premiums ceded. Gross Net Premiums are original premiums less
all overseas levies, taxes and original brokerage and commissions. Net Premiums
are Gross Net Premiums less reinsurance costs.

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                                   ARTICLE VI

                         REINSURANCE PREMIUM ALLOCATION

1.       Risk attaching reinsurance contracts

         The Reinsurers will be charged with 7.50% of the premiums payable under
         any facultative, proportional or risks attaching common account
         reinsurance contracts applicable to risks reinsured by this Agreement.

2.       Other reinsurance contracts

         The amount chargeable to the Reinsurers for reinsurance premiums
         payable in respect of each common account reinsurance contract ("the
         Contract") effected by the Reinsured on a losses occurring basis will
         comprise 7.50% of the percentage P of the total premiums payable under
         that contract where:

                  P = 100 x A/(A + B)

                  and

                  A = premium earned in the period covered by the Contract in
                  respect of risks protected under the Contract and reinsured
                  under this agreement.

                  B = premium earned in the period covered by the Contract in
                  respect of risks protected under the Contract, including
                  Syndicates 2020 and 3030, written by the Reinsured that are
                  not reinsured under this agreement (including risks incepting
                  prior to 1st January 2003).

                  In each case premium will be treated as earned in equal daily
                  increments over the life of each relevant contract (and will
                  be reduced by the amount of any premiums ceded under any
                  inuring facultative, proportional or risks attaching common
                  account reinsurance contracts).

                                  ARTICLE VII

                                PROFIT COMMISSION

1. The Reinsurers shall allow to the Reinsured a Profit Commission of 25% on the
net profit.

2. The Profit Commission Statements shall be prepared by the Reinsured and shall
be calculated as follows:

         INCOME

         The Reinsurers' share of Net Premiums, as set out in Article V.

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         OUTGO

         a)   Losses and loss expenses paid by the Reinsurers after deducting
              all salvage and recoveries;

         b)   Reinsurers' proportion of a reserve for losses outstanding;

         c)   8% overriding commission, in accordance with Article V;

         d)   Reinsurers' expenses, being 5% of Net Premium;

3.       The excess, if any, of INCOME over OUTGO shall represent the net
profit.

4.       A Provisional Profit Commission Statement shall be payable by the
Reinsurers at 31st December 2003 and adjustable annually thereafter unless and
until this Agreement is commuted in accordance with Article X.

5.       Payment of any Provisional Profit Commission is to be made to the
Reinsured by 31st March 2004. Subsequent annual adjustments to the Profit
Commission are to be paid by the debtor party within 90 days of the end of each
year.

                                  ARTICLE VIII

                                     LOSSES

1.       The Reinsurers shall be debited with their proportion of settled losses
in the accounts rendered by the Reinsured in accordance with Article IX, but
whenever the Reinsurers' proportion of any settled loss attains the sum of USD
500,000 any one loss to this Agreement (net of other reinsurances) or more,
immediate payment shall be made by the Reinsurers if requested by the Reinsured
always provided that the Reinsurers shall have the right to deduct from such
cash payments any sums due to the Reinsurers under this Agreement or under any
agreement replacing this Agreement.

2.       The Reinsurers shall follow the loss settlements made by the Reinsured
in all circumstances and shall be liable for the Reinsurers' share of payments
on account, fees and expenses of experts and other loss settlement expenses
(other than management and office expenses and salaries of employees of the
Reinsured) and legal expenses incurred in connection with the investigation,
settlement or contesting the validity of claims or losses.

3.       The Reinsurers shall participate in proportion to their interest in all
amounts which may be recovered by the Reinsured.

4.       Immediate advice shall be given to the Reinsurers of the occurrence of
any loss which, in the opinion of the Reinsured, is likely to result in a
payment under this Agreement of USD 500,000 or more.

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                                   ARTICLE IX

                               QUARTERLY ACCOUNTS

1. The accounts between the Reinsured and the Reinsurers shall be rendered
quarterly by the Reinsured within 45 days of the close of each quarter.

2. Accounts shall be paid in currencies as received by the Reinsured.

3. Undisputed items to be paid within 15 working days of rendering, other items
upon Agreement.

4. This Agreement is subject to the Outstanding Claims Advance Clause, as
Appendix A attached.

                                   ARTICLE X

                               COMMUTATION CLAUSE

         This Agreement may be commuted at the request of the Reinsured after
four years from inception, at terms to be mutually agreed by the parties.

                                   ARTICLE XI

                                     OFFSET

         Each party hereto shall have the right to offset any balance or
balances, whether on account of premiums or on account of losses, due from one
party to another party under this Agreement, against any balance or balances due
and payable to one party from the other party under this Agreement. However, in
the event of the insolvency of any party hereto, offset shall only be allowed in
accordance with applicable statutes and regulations.

                                  ARTICLE XII

        CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 CLARIFICATION CLAUSE

         A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
Agreement but this does not effect any right or remedy of a third party which
exists or is available apart from that Act.

                                  ARTICLE XIII

                                   NON-WAIVER

         The failure of the Reinsured or the Reinsurers to insist on compliance
with this Agreement or to exercise any right or remedy hereunder shall not
constitute a waiver of any rights or remedy contained herein or otherwise, nor
stop either party from thereafter demanding

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full and complete compliance nor prevent either party from exercising such
rights or remedy in the future.

                                  ARTICLE XIV

                                   INSOLVENCY

         In the event of the insolvency or liquidation of the Reinsured, this
Agreement shall be payable solely to the Reinsured or to its liquidator,
receiver, conservator or statutory successor in accordance with all the terms
and conditions of this Agreement. Under no circumstances shall the Reinsurers'
obligations be accelerated in time or enlarged in the event of the insolvency,
scheme of arrangement or other impairment of the Reinsured.

                                   ARTICLE XV

                                ACCESS TO RECORDS

         No provisional or definite bordereaux of cessions under this Agreement
shall be issued by the Reinsured. In consequence thereof, the Reinsurers or
their duly authorised representatives shall at all reasonable times and upon
reasonable notice being given, be entitled to inspect all relevant records,
correspondence and documents in the possession of and at the offices of the
Reinsured relating to the adjustment of a loss or losses under this Agreement.
This entitlement shall continue for as long as Reinsurers remain liable under
this Agreement.

         A copy of the Inspection Report and/or a summary of its findings shall
be delivered to the Reinsured within four weeks of the completion of the
inspection and any costs and expenses incurred under any such inspection shall
be borne by the Reinsurers.

         Notwithstanding the foregoing, this Article shall not be understood to
alter any other terms of this Agreement and Reinsurers shall not delay payment
of amounts due to the Reinsured pending the results of any such inspection.
However this shall not prejudice Reinsurers rights to recover any amounts they
have made to the Reinsured which, following such inspection, are proven to be
outside of the terms of this Agreement.

                                  ARTICLE XVI

                      EXTRA-CONTRACTUAL OBLIGATIONS CLAUSE

         This Agreement shall exclude all cover in respect of Extra-Contractual
Obligations howsoever arising, such Extra-Contractual Obligations being defined
as any award made by a court of competent jurisdiction against an insurer or
reinsurer, which award is not within the coverage granted by any insurance
and/or reinsurance contract made between the parties in dispute.

         Notwithstanding the foregoing, this Agreement shall extend to cover any
loss arising from a Claims Related Extra-Contractual Obligation:

         a)   awarded against the Reinsured or

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         b)   incurred by the Reinsured where he has paid his share of a Claims
              Related Extra-Contractual Obligation awarded against one or more
              of his co-insurers.

         It is warranted that any recovery under this Agreement in respect of
Claims Related Extra-Contractual Obligation shall only be for that part of any
award which corresponds to the Reinsured's share of the insurance and/or
reinsurance policy and/or contract giving rise to the award and all proportional
protection effected by the Reinsured shall provide or shall be deemed to provide
pro-rata coverage for such obligation.

         This Agreement shall also extend to cover all loss from
Extra-Contractual Obligations howsoever arising where the loss is incurred by
the Reinsured as a result of his participation in any insurance or reinsurance
which provides cover for such loss, it being understood and agreed that such
loss results from a contractual liability incurred by the Reinsured.

         A Claims Related Extra-Contractual Obligation shall be defined as the
amount awarded against an insurer or reinsurer found liable by a court of
competent jurisdiction to pay damages to an insured or reinsured in respect of
the conduct of a claim made under an insurance and/or reinsurance policy and/or
contract, where such liability has arisen because of:

         a)   the failure of the insurer or reinsurer to agree or pay a claim
              within the policy limits or to provide a defence against such
              claims as required by law or

         c)   bad faith or negligence in rejecting an offer of settlement or

         d)   negligence or breach of duty in the preparation of the defence or
              the conduct of a trial or the preparation or prosecution of any
              appeal and/or subrogation and/or any subsequent action resulting
              therefrom.

         There shall be no liability under this Agreement in respect of:

         a)   any assumption of liability by way of participation in any mutual
              scheme designed specifically to cover Extra-Contractual
              Obligation; or

         b)   any Extra-Contractual Obligation arising from the fraud of a
              director, officer or employee of the Reinsured acting individually
              or collectively or in collusion with an individual or corporation
              or with any other organization or party involved in the
              presentation, defence or settlement of any claim.

         Any loss arising under this Agreement in respect of Claims Related
Extra-Contractual Obligations shall be deemed to be a loss arising from the same
event as that giving rise to the claim to which the Extra-Contractual Obligation
is related; but recovery hereunder is subject to the insurance and/or
reinsurance policy and or contract which gives rise to the Extra-Contractual
Obligation falling within the scope of this Agreement.


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                                  ARTICLE XVII

                          DELAYS, OMISSIONS AND ERRORS

         Any inadvertent delays, omissions or errors made in connection with
this Agreement shall not be held to relieve either of the parties hereto from
any liability which would have attached to them hereunder if such delays,
omissions or errors had not been made provided such omissions or errors are
rectified immediately upon discovery, and no liability shall be imposed on
either party greater than would have attached under this Agreement had such
delay, omission or error not occurred.

                                 ARTICLE XVIII

                              APPLICABLE LAW CLAUSE

         This Agreement is governed by and is to be construed according to the
Law of England. All questions or disputes arising out of or in connection with
this Agreement, which cannot be decided by Arbitration, shall be referred to an
English Court and litigated solely in London.

                                  ARTICLE XIX

                                 CONFIDENTIALITY

         The Reinsured has designated the underwriting information used to place
this Agreement as confidential and proprietary information ("confidential
information"). Reinsurers hereon agree that the confidential information shall
only be disclosed to those of their employees who need to know the information
in connection with the evaluation of risk, who have been informed of the
confidential nature of the confidential information and who have agreed not to
disclose the confidential information to anyone not participating in the
evaluation of risk on behalf of Reinsurers. The Reinsurers shall, unless
disclosure is lawfully required by a competent court of jurisdiction, hold in
confidence, and shall require its employees to hold in confidence, the
confidential information.

         The Reinsurers shall be under a continuing non-delegable duty not to
disclose, directly or indirectly, or permit the disclosure of, directly or
indirectly, the confidential information to any third person.

                                   ARTICLE XX

                                MEDIATION CLAUSE

         In the event of any dispute arising out of or relating to this
Agreement, including but not limited to the formation, interpretation, validity,
performance or breach of this Agreement, whether such dispute arises before or
after the expiration of this Agreement, the Reinsured and the Reinsurers agree
that, prior to requesting Arbitration, they will submit such dispute to
non-binding Mediation which will be held in London, England.

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         Mediation shall be initiated by the delivery of a written notice of a
request for Mediation by one party to the other. Each party shall submit a list
of not more than four potential mediators to the other party within thirty days
of the delivery of such written notice. The two parties shall then agree on the
appointment of one Mediator from the combined lists. The Mediator shall be an
active or retired officer of an insurance or reinsurance company or an
Underwriter at Lloyd's, and shall be a disinterested third party to the
Mediation.

         The Mediator will schedule an initial Mediation session within thirty
days of appointment and will be responsible for the formulation of an agenda to
be distributed to the parties involved in the Mediation not less than five days
before the Mediation commences. Additionally the Mediator will arrange the
neutral site where the Mediation will take place and advise the parties of the
time the Mediation shall commence.

         The Mediator will have no power of enforcement of any decision which
may be rendered nor will the Mediator have any right to the assessment of any
damages, including punitive damages, to either party participating in this
Mediation.

         If in the opinion of the Mediator, the parties cannot resolve the
dispute, then such dispute shall be submitted to binding Arbitration in
accordance with the Arbitration Clause.

         Each party shall bear the expense of its own representatives and shall
jointly and equally bear with the other party the expenses of the mediation.

                                  ARTICLE XXI

                               ARBITRATION CLAUSE

         For any dispute not resolved by mediation such dispute or other matter
in question between the Reinsured and any of the reinsurers arising out of, or
relating to, the formation, interpretation, validity, performance, or breach of
this Agreement, whether such dispute arises before or after termination of this
Agreement, shall be settled by arbitration. Arbitration shall be initiated by
the delivery of a written notice of demand for arbitration by one party to the
other within a reasonable time after the dispute has arisen.

         If more than one reinsurer is involved in the same dispute, all such
reinsurers shall constitute and act as one party for the purposes of this
Article, provided, however, that nothing herein shall impair the rights of such
reinsurers to assert several, rather than joint, defences or claims, nor be
construed as changing the liability of the Reinsurers under the terms of this
Agreement from several to joint.

         Each party shall appoint an individual as arbitrator and the two so
appointed shall then appoint a third arbitrator. If either party refuses or
neglects to appoint an arbitrator within sixty days, the other party may appoint
the second arbitrator. If the two arbitrators do not agree on a third arbitrator
within sixty days of their appointment, each of the arbitrators shall nominate
three individuals. Each arbitrator shall then decline two of the nominations
presented by the other arbitrator. The third arbitrator shall then be chosen
from the remaining two nominations by drawing lots. The arbitrators shall be
active or retired officers of insurance or reinsurance companies or Lloyd's of
London Underwriters; the arbitrators shall be disinterested parties.

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         The arbitration hearings shall be held in London, England, or such
place as may be mutually agreed by the arbitrators. Each party shall submit its
case to the arbitrators within sixty days of the selection of the third
arbitrator or within such longer period as may be agreed by the arbitrators. The
arbitrators shall interpret this agreement as an honourable engagement and shall
not be obliged to follow judicial formalities or the rules of evidence except to
the extent required by English law; they shall make their decisions according to
the custom and practice of the reinsurance business. The decision, rendered by a
majority of the arbitrators, shall not include awards for Extra Contractual
Obligations and shall be final and binding on both parties. Such decision shall
be a condition precedent to any right of legal action arising out of the
arbitrated dispute which either party may have against the other. Judgement upon
the award rendered may be entered in any court having jurisdiction thereof.

         Each party shall pay the fees and expenses of its own arbitrator and
one-half of the fees and expenses of the third arbitrator. In the event that two
arbitrators are chosen by one party, as above provided, the fees and expenses of
the arbitrators shall be equally divided between the two parties. All other
expenses of the arbitration shall be equally divided between the parties.

         This arbitration agreement shall be construed as a separate and
independent contract between the parties hereto and arbitration hereunder shall
be a condition precedent to the commencement of any action at law.

















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This Agreement has been executed and signed in duplicate and exchanged between
the parties.




Signed in London, this 15th day of  April  2003



For and on behalf of WELLINGTON UNDERWRITING, SYNDICATE 2020,.

/s/ WELLINGTON UNDERWRITING, SYNDICATE 2020
------------------------------------------------



Signed in London, this 15th day of  April  2003



For a share of 100% of this Agreement
For and on behalf of ASPEN INSURANCE UK LIMITED

/s/ ASPEN INSURANCE UK LIMITED
------------------------------------------------






























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                                                                      R432762D0E


                                   APPENDIX A

                                  attaching to

                        QUALIFYING QUOTA SHARE AGREEMENT

                                       for

                    WELLINGTON UNDERWRITING, SYNDICATE 2020,


OUTSTANDING CLAIMS ADVANCE CLAUSE

Applicable to so-called US Situs and/or Surplus Lines business protected
hereunder, which falls within the scope of the Lloyd's Trust Fund Regulations
(appropriate to policies incepting on or after 1st August, 1995).

In respect of all loss or losses arising in respect of that business designated
above, the Reinsurer agrees within 14 days, if so requested by the Reinsured, to
provide by special settlement an Outstanding Claims Advance equal to its
proportionate share of outstanding losses hereunder including Incurred but not
Reported (IBNR) losses, by one of the following two (2) alternatives to be
chosen by the Reinsured following good faith efforts to reach mutual agreement
with the Reinsurer:

1)       Claims to be advanced with interest to be calculated at the 3 monthly
         LIBOR rate for United States Dollars plus 1.50%. The three monthly
         LIBOR rate for each such collection shall be the rate ruling at 12:00
         GMT on the date each such advance is made by the Reinsurer. Interest
         payments shall be made by the Reinsured to the Reinsurer 3 months after
         the date of the first invoice and quarterly thereafter.

2)       Claims to be paid at a mutually agreed Present Value of the incurred
         loss including IBNR for which an Outstanding Claims Advance is
         requested.

Such proportionate share for any loss shall be computed as at any one time by
comparing the recovery due hereunder by reason of the Reinsured's paid loss and
that recovery which would be due hereunder if it were permitted for such loss to
also include the value of the Reinsured's notified outstanding amounts including
IBNR for that same loss. The Reinsurer's undertakings are further conditioned
upon the understanding that:

1)       this Agreement applies only to loss reserve deposits and not to premium
         reserve deposits;

2)       any deposits or advances hereunder will only be established for the
         benefit of the appropriate US Trust Funds. Any amounts appropriated
         from any Outstanding Claims Advance provided by or on behalf of the
         Reinsurer shall be deemed to have been sums paid by the Reinsurer on
         account of its proportion of settled losses (if any) for which the


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         Reinsurer is properly liable under this Agreement and the amount of
         such payments shall be brought into account in the Accounts to the
         credit of Reinsurer;

3)       any deposit or advance hereunder shall be limited to three years (or
         shorter should the US regulations be altered as to make the
         requirements hereunder redundant); and

4)       the amount of any Outstanding Claims Advance or Letter Of Credit
         provided by common account Reinsurers shall be netted against any
         Outstanding Claims Advance amount provided hereunder.

The foregoing option may be exercised at any time in respect of each original
incurred loss. In the event that the Reinsured requests an increase in an
Outstanding Claims Advance, such adjustment shall only be made on the next
applicable calendar quarter (being 1st January, 1st April, 1st July and 1st
October).

At the option of the reinsurer, any Outstanding Claims Advance may be provided
in the form of one or more Letters of Credit subject to such Letters of Credit
being in a form acceptable to the Trustees of the Surplus Lines or Credit for
Reinsurance Trust Funds as the case may be.























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