Exhibit
10.8

EMPLOYMENT AGREEMENT

AGREEMENT (the
‘‘Agreement’’), dated as of
January 12, 2004, between Aspen Insurance U.S. Services Inc., a
Delaware corporation, (the ‘‘Employer’’),
and Brian M.  Boornazian (the
‘‘Executive’’).

WHEREAS, the
Executive and the Employer wish to enter into a written agreement
setting forth the terms and conditions of the Executive’s
employment with the Employer and the services to be rendered by him to
Aspen ReAmerica Inc. (the ‘‘Company’’);

NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Employer and the Executive hereby agree
as follows:

1. Term.

(a)    The
Employer shall employ the Executive, and the Executive shall serve the
Employer and the Company, on the terms and subject to the conditions
set forth in this Agreement, commencing on a date no later than
February 1, 2004, mutually satisfactory to the Employer and the
Executive (the ‘‘Effective Date’’) and,
unless sooner terminated pursuant to paragraph 7, continuing until the
date that is the three-year anniversary of the Effective Date (the
‘‘Term of Employment’’). Absent an
agreement to the contrary between the Employer and the Employee, the
Effective Date shall be January 26, 2004.

(b)    The
Term of Employment shall be extended automatically for one additional
year on the last day before the expiration of the Term of Employment
and for one additional year on each anniversary thereafter until either
party gives written notice to the other party of its intention not to
extend this Agreement. Such notice must be given at least 90 days
before the then applicable extension
date.

2. Position and
Duties.

(a)    Positions, Duties, and
Responsibilities. The Executive shall serve as the President and
Chief Underwriting Officer, Property Reinsurance, of the Company and
shall use his best efforts, skill and abilities to promote the
interests of the Company, and to faithfully and diligently perform such
duties and responsibilities as are customarily assigned to that
position, and such other duties and responsibilities as may from time
to time be assigned to him by the Chief Executive Officer of Aspen
Insurance Holdings Ltd (the ‘‘CEO’’) or by
such other member of senior management as shall be designated by the
CEO. If requested by the CEO, the Executive shall also serve, with no
additional compensation, on the Board of Directors of the Company (the
‘‘Board’’) and as an officer and/or
director of other subsidiaries of Aspen Insurance Holdings Ltd. or
other affiliates of the Company. The Executive agrees to resign from
the Board, if applicable, and from the boards of any such subsidiary or
affiliate, as applicable, upon termination of employment with the
Employer upon written request of the Company or the
Employer.

(b)    Time and Attention. Excluding any
periods of vacation and sick leave to which the Executive is entitled,
the Executive shall devote substantially all of his attention and time
during normal working hours to the business and affairs of the Company
and its affiliates. It shall not be considered a violation of the
foregoing, however, for the Executive to (i) serve on boards and
committees of, and otherwise participate in, corporate, industry,
educational, religious, civic, or charitable activities or (ii) make
and attend to passive personal investments in such form as will not
require any material time or attention to the operations thereof during
normal working time and will not violate the provisions of paragraph 11
hereof, so long as such activities in clauses (i) and (ii) do not
materially interfere with the performance of the Executive’s
responsibilities as an employee of the Employer and to the Company in
accordance with this Agreement or violate paragraph 11 of this
Agreement.

(c)    Licenses, etc. If requested by the
CEO or his designee, the Executive shall take such industry tests or
obtain such industry licenses as shall be necessary or appropriate to
his carrying out the functions contemplated hereby.

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(d)    Location. The
Executive’s principal place of employment shall be at the
headquarters office of the Company in Rocky Hill, Connecticut, or such
other location as the Company designates no more than 30 miles away
from Rocky Hill, Connecticut. The Executive shall travel as reasonably
necessary for the performance of his
duties.

3. Compensation. Except as
otherwise expressly set forth below, the Executive’s
compensation shall be determined by, and in the sole discretion of, the
CEO.

(a)    Annual Base Salary. The Executive shall
receive an annual base salary of not less than $330,000.00 during the
Term of Employment (the annual base salary in effect from time to time
being referred to as ‘‘Annual Base
Salary’’). The Annual Base Salary shall be payable in
accordance with the Employer’s regular payroll practice for
senior officers of the Company, as in effect from time to time. The
Annual Base Salary shall be reviewed from time to time, and, in the
sole discretion of the CEO, may be adjusted but may not be decreased
below $330,000 per annum.

(b)    Early Commencement
Bonus. If the Effective Date of this Agreement is prior to
February 1, 2004 and the Executive actually commences his
services under this Agreement prior to that date, the Executive will
receive at the end of the first full calendar month of the term of
employment a one time bonus of $135,000.

(c)    Annual
Bonus Plan. The Executive will participate in the Company’s
discretionary bonus arrangements.

(d)    Stock
Options. Subject to the finalization of the post initial public
offering plan documents, approval of the grant by the Compensation
Committee of Aspen Insurance Holdings Ltd., and satisfaction of the
requirements of federal and state securities laws, the Executive shall
be granted at the next available date an option to purchase ordinary
shares of Aspen Insurance Holdings Ltd. pursuant to the Share Incentive
Plan as the same may be amended from time to time. All other terms and
conditions shall be as provided in the Share Incentive Plan and the
award agreement.

(e)    Deferred Equity Plan. The
Executive shall also receive units in a deferred equity plan with a
value of $650,000 subject to the rules of the plan, but which will vest
no later than the end of the third year. This plan is still being
developed and the agreement will be subject to all the terms and
conditions provided in the plan ultimately adopted by Aspen Insurance
Holdings Ltd. The plan will provide for immediate vesting if the
Executive resigns for Good Reason or if the Executive is terminated as
a result of death or disability of the Executive or by the Employer
other than for
‘‘cause.’’

(f)    Inclusive
Nature of Compensation. The compensation provided for in this
Section 3 shall be inclusive of any and all fees and other
compensation to which the Executive may at any time be entitled as an
officer or director of the Company or any other subsidiaries of Aspen
Insurance Holdings Ltd. or any of the affiliates of the Company or of
the Employer.

4. Employee Benefits; Fringe
Benefits. During the Term of Employment,

(a)    to the
extent not duplicative of the specific benefits provided herein, the
Executive shall be eligible to participate in all incentive
compensation, retirement, and deferred compensation plans, policies and
arrangements that are provided generally to other senior officers of
the Company at a level (in terms of the amount and types of benefits
and incentive compensation that the Executive has the opportunity to
receive and the terms thereof) determined in the sole discretion of the
CEO;

(b)    the Executive and, as applicable, the
Executive’s covered dependents shall be eligible to participate
in all of the Employer’s health and welfare benefit plans
(within the meaning of Section 3(1) of the Employee Retirement Income
Security Act of 1974, as amended);

(c)    the Executive shall
be entitled to receive fringe benefits and to participate in all
employee benefit plans provided for senior executives of the Company
(which will include supplemental life insurance and supplemental long
term disability which are comparable to the parallel benefits which the
Executive informed the Employer he has from his current employer), and
shall be entitled to avail himself of paid holidays, as determined from
time to time by the Employer; and

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(d)    the Executive shall be entitled to
not less than four weeks of paid vacation per calendar year and
vacation days not used within the year up to a maximum of two weeks
shall be either carried forward to subsequent years or paid out in
cash, as determined by the Company.

5. Insurance on Executive. The Executive
hereby grants the Employer and the Company the right to obtain
insurance on the Executive’s life for the benefit of the
Employer and the Company in such amount as the Employer and the Company
shall deem necessary. The Executive agrees to execute all necessary
documents and to submit to a physical in connection therewith. The cost
or expense of such insurance shall not be charged to the
Executive.

6. Expenses. The Executive
shall be reimbursed by the Company for reasonable and necessary
business expenses actually incurred in rendering to the Company the
services provided for hereunder, payable in accordance with customary
Company practice, after the Executive presents written expense
statements or such other supporting information as the Company may
customarily require of its executives for reimbursement of such
expenses.

7. Termination of
Employment.

(a)    Death or Disability. The Term
of Employment shall terminate upon the Executive’s death. The
Employer and the Company shall be entitled to terminate the
Executive’s employment and, accordingly, the Term of Employment,
because of the Executive’s Disability. For purposes of this
Agreement, the Executive shall be deemed to have a Disability if the
Executive is entitled to long-term disability benefits under the
Employer’s long-term disability plan or policy, as the case may
be, as in effect on the Date of Termination (as that term is defined in
subparagraph 7(c)(ii) below) or if no plan or policy is maintained and
the Executive is unable to perform his duty hereunder for 180
consecutive days.

(b)    By the Employer and the
Company.

		
	 	(i)    The Employer and the
Company may terminate the Executive’s employment and the Term of
Employment, without Cause by delivering to the Executive written Notice
of Termination (as that term is defined in subparagraph 7(d)(i) below),
or for Cause by delivering to the Executive a written Notice of
Termination.


		
	 	(ii)    For purposes of this
Agreement, ‘‘Cause’’ means: (A) the
Executive’s willful misconduct that is materially injurious to
the Company or any of its affiliates; (B) the Executive’s
intentional failure to act subject to and in accordance with any proper
and lawful specific material direction of the CEO or his designee or
the Board of Directors of the Employer or of the Company which breach
is not promptly cured by the Executive after written notice of such
breach; (C) the Executive’s having been convicted of, or entered
a plea of nolo contendere to, a crime that constitutes a felony under
the laws of the United States or any State; (D) the Executive’s
violation of any applicable federal or state law governing the
Company’s business or of any application rules or regulations
promulgated by any regulatory body, the violation of which shall either
disqualify the Executive from employment or association with the
Employer or the Company as an executive or have a material adverse
effect on the Company’s business; provided, however, that any
such violation shall not constitute
‘‘cause’’ if it results from action taken
by the Executive in accordance with instructions from the CEO or his
designee or the Board of Directors of the Employer or the Company or
upon the advice of internal or outside counsel to the Employer or the
Company; or (E) the intentional breach by the Executive of any written
covenant or agreement with the Employer or the Company or any of their
affiliates not to disclose any information pertaining to the Company or
any of its affiliates or not to compete or otherwise interfere with the
Company or any of its affiliates.


(c)    By Executive for
Good Reason.

		
	 	(i)    The Executive may
terminate the Executive’s employment and the Term of Employment
for Good Reason by delivering to the Employer and the Company written
Notice of Termination if the Employer and/or the Company does not
substantially cure the grounds stated in such notice within 60 days of
its receipt thereof.


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	 	(ii)    For purposes
of this Agreement, ‘‘Good Reason’’ means
(i) a material diminution in the Executive’s responsibilities,
duties, authority or title provided for in this Employment Agreement at
the Effective Date; (ii) a reduction in Executive’s Annual Base
Salary below $330,000; or (iii) a material breach by either the Company
or the Employer of any of their respective other obligations contained
in this Employment Agreement.


(d)    Termination
Procedures.

(i)    Notice of Termination.
Any purported termination of the Executive’s employment (other
than by reason of death) shall be communicated by written Notice of
Termination from one party hereto to the other party hereto in
accordance with the notice provisions contained in subparagraph 17(b)
hereof. For purposes of this Agreement, a ‘‘Notice of
Termination’’ shall mean a notice that indicates the
specific termination provision in this Agreement relied upon and sets
forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of employment under the provision so
indicated.

(ii)    Date of Termination. For
purposes of this Agreement, ‘‘Date of
Termination’’ shall mean the date specified in the Notice
of Termination or the date of the Executive’s death, provided,
however, that the date of termination in case of a termination by the
Executive for Good Reason may not be earlier than 90 days after the
receipt of the Notice of Termination by the Employer and the
Company.

(iii)    No Waiver. The failure to
set forth any fact or circumstance in a Notice of Termination shall not
constitute a waiver of the right to assert such fact or circumstance in
an attempt to enforce any right under or provision of this
Agreement.

8. Obligations of the Company upon
Termination.

(a)    Post-Employment Benefits. If
the Executive’s employment is terminated by the Employer or the
Company for any reason other than Cause, death or Disability or by the
Executive for Good Reason after the requisite notice and failure of the
Employer and/or the Company to cure the written grounds underlying the
‘‘Good Reason’’,

			
		 	(i)    the Employer shall pay or
provide to the Executive, no later than twenty business days after the
normal payment date for each, the Accrued Obligations (as that term is
defined in subparagraph 8(b) below);


(ii)    the
Employer shall pay to the Executive on the dates provided in paragraph
3(a) 50% of the Annual Base Salary for the remaining period of
the Term of Employment (before giving effect to such termination)
provided, however that if such termination occurs after the first
anniversary of the Effective Date, either (x) as a result of Good
Reason and the Company has given the initial notice contemplated by
clause (y) or (y) the Company has given the Executive six months prior
written notice after a reasonable assessment that the Company is not
comfortable with the long term economic performance and/or prospects of
the business unit in which the Executive works and the reasons for such
concern are not remedied to the satisfaction of the Company in that six
month period and the Employer thereafter terminates the
Executive’s employment, then in the case of either (x) or (y)
the Employer shall not be obligated to make any payment pursuant to
this paragraph 8(a)(ii); and

(iii)    the Employer
shall pay to the Executive on the date provided in paragraph 3(c) a
prorated annual bonus based on the actual annual bonus earned for the
year in which the Date of Termination occurs, prorated based on the
fraction of the year the Executive was employed provided, however that
if such termination occurs after the first anniversary of the Effective
Date and the Company has given the Executive six months prior written
notice that the Company is not comfortable with the economic
performance and/or prospects of the business unit in which the
Executive works and the reasons for such concern are not remedied to
the satisfaction of the Company in that six month period and the
Employer thereafter terminates the Executive’s employment, the
Employer shall not be obligated to make any payment pursuant to this
paragraph 8(a)(iii).

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(b)    Termination by the Employer
for Cause. If the Executive’s employment is terminated by
the Employer for Cause, the Employer shall pay (or cause the Company to
pay) to the Executive in cash within twenty business days after the
normal payment date for each the following amounts (the
‘‘Accrued Obligations’’): (i) any portion
of the Executive’s earned but unpaid Annual Base Salary and
earned but unpaid prior year Annual Bonus; (ii) a payment reflecting
accrued but unused vacation days (subject to the limitation in
subparagraph 4(d)); and (iii) any unreimbursed business expenses under
paragraph 6.

(c)    Termination due to death or
Disability. If the Executive’s employment is terminated due
to death or Disability, the Employer shall pay to the Executive (or to
the Executive’s estate or personal representative, in the case
of the Executive’s death) in cash (i) on the normal payment date
for each Accrued Obligation (as defined above) and (ii) on the normal
payment date for a prorated annual bonus based on the actual annual
bonus earned for the year in which the Date of Termination occurs,
prorated based on the fraction of the year the Executive was employed.
After making such payment(s), the Company shall have no further
obligations under this
Agreement.

9. Release. Notwithstanding any
provision herein to the contrary, the Employer will require that, prior
to payment of any amount or provision of any benefit under paragraph 8
of this Agreement (other than due to the Executive’s death), the
Executive shall have executed a complete release of the Employer and
the Company and their affiliates and related parties in such form as is
reasonably required by the Employer, and any waiting periods contained
in such release shall have
expired.

10. Non-Exclusivity of Rights.
Except as otherwise provided in this Agreement, nothing in this
Agreement shall prevent or limit the Executive’s continuing or
future participation in any plan, program, policy or practice provided
by the Employer or the Company or any of its affiliated companies for
which the Executive may qualify (other than severance policies). Vested
benefits and other amounts that the Executive is otherwise entitled to
receive under any other plan, program, policy, or practice of, or any
contract or agreement with, the Employer or any of its affiliated
companies on or after the Date of Termination shall be payable in
accordance with the terms of each such plan, program, policy, practice,
contract, or agreement, as the case may be, except as expressly
modified by this
Agreement.

11. Non-Competition; Confidential
Information; and
Non-Solicitation.

(a)    Non-Competition. During
the Term of Employment and if the Executive’s employment is
terminated by the Employer for Cause or the Executive terminates his
employment for any reason (other than Good Reason), during the period
beginning on the Date of Termination and ending 12 months thereafter,
the Executive shall not, without the prior written consent of the
Employer, as a shareholder, officer, director, partner, consultant,
employee or otherwise, engage in any business or enterprise which is
‘‘in competition’’ with the Company, its
affiliates, or their successors or assigns (such entities collectively
referred to hereinafter in this paragraph 11 as the
‘‘Company’’); provided, however, that the
Executive’s ownership of less than five percent of the issued
and outstanding voting securities of a publicly traded company shall
not, in and of itself, be deemed to constitute such competition. A
business or enterprise is deemed to be ‘‘in
competition’’ if it is engaged, in any of the
geographical regions in which the Company conducts the property
reinsurance underwriting business on the Date of Termination or any
other business which the Executive is supervising.

(b)    Confidential Information. The Executive shall hold
in a fiduciary capacity for the benefit of the Employer and the Company
all secret or confidential information, knowledge, trade secrets,
methods, know-how or data relating to the Employer or the Company and
their businesses or acquisition prospects (including the compensation
and other terms of employment of their employees) that the Executive
obtained or obtains during the Executive’s employment by the
Employer and that is not and does not become generally known to the
public (other than as a result of the Executive’s violation of
this paragraph 11) (‘‘Confidential
Information’’). Except as may be required and appropriate
in connection with carrying out his duties under this Agreement, the
Executive shall not communicate, divulge, or disseminate any material
Confidential Information at any time during or after the
Executive’s employment with the Employer, except with the prior
written consent of the 

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Employer or the Company or as otherwise
required by law or legal process; provided, however, that if so
required, the Executive will provide the Employer and the Company with
reasonable notice to contest such
disclosure.

(c)    Non-Solicitation of Employees. The
Executive recognizes that he may possess confidential information about
other employees of the Employer or the Company relating to their
education, experience, skills, abilities, compensation and benefits,
and inter-personal relationships with suppliers to and customers of the
Company. The Executive recognizes that the information he will possess
about these other employees may not be generally known, may be of
substantial value to the Company in developing its respective
businesses and in securing and retaining customers, and may be acquired
by him because of his business position with the Company. The Executive
agrees that, during the period beginning on the Date of Termination and
ending 12 months thereafter, he will not, directly or indirectly,
initiate any action to solicit or recruit or hire anyone who is then an
employee of the Employer or the Company for the purpose of being
employed by him or by any business, individual, partnership, firm,
corporation or other entity on whose behalf he is acting as an agent,
representative or employee and that he will not convey any such
confidential information or trade secrets about other employees of the
Employer or the Company to any other person except within the scope of
Executive’s duties
hereunder.

(d)    Non-Interference with Customers. The
Executive agrees that, during the period beginning on the Date of
Termination and ending 12 months thereafter, he will not interfere with
any business relationship between the Company and any of its
customers.

(e)    Remedies;
Severability.

(i)    The Executive acknowledges
that his skills and position in the insurance industry are unique and
if the Executive shall breach or threaten to breach any provision of
subparagraphs 11(a) through (d), the damages to the Company may be
substantial, although difficult to ascertain, and money damages will
not afford the Company an adequate remedy. Therefore, if the provisions
of subparagraphs 11(a) through (d) are violated, in whole or in part,
the Employer and the Company shall be entitled to specific performance
and injunctive relief (without having to post any bond), without
prejudice to other remedies the Employer and the Company may have at
law or in equity.

(ii)    If any term or provision of
this paragraph 11, or the application thereof to any person or
circumstances shall, to any extent, be invalid or unenforceable, the
remainder of this paragraph 11, or the application of such term or
provision to persons or circumstances other than those as to which it
is held invalid or unenforceable, shall not be affected thereby, and
each term and provision of this paragraph 11 shall be valid and
enforceable to the fullest extent permitted by law. Moreover, if a
court of competent jurisdiction deems any provision hereof to be too
broad in time, scope, or area, it is expressly agreed that such
provision shall be reformed to the maximum degree that would not render
it unenforceable.

12. Representations and
Warranties.

(a) The Executive represents and
warrants that (i) he is not subject to any employment agreement with XL
Capital, Inc. or any of its subsidiaries (collectively
‘‘XL’’) or any written noncompete agreement
and to the best of his knowledge he is an employee at will with XL,
(ii) he is not the subject of any pending or to his knowledge,
threatened claim which involves any criminal or governmental
proceedings, or allegations of misfeasance or malfeasance, and the
Executive has not been charged or to his knowledge threatened to be
charged by any governmental, administrative or regulatory body with any
violation of law except for minor traffic violations and similar
charges and (iii) he has not to his knowledge copied or removed from
the premises of his previous employer or any of its affiliates, any
confidential or proprietary information and will not do so.

(b)    With regard to the representations and warranties given in
the preceding paragraph 12(a), the Executive has during the course of
his employment with XL, received employee handbooks and other material
which contains terms of employment and XL’s confidentiality
policies. Without acknowledging that any of the provisions of such
employee handbooks or other material is 

6









contractually binding on the Executive, the
Executive has made available to the Employer and the Company, extracts
of all sections of the handbooks and other material purporting to deal
with ongoing confidentiality obligations of the Executive subsequent to
the termination of his employment with
XL

13. Indemnification.

(a)    Employer
will indemnify and hold the Executive harmless from and against any and
all liabilities, suits, claims, actions or causes of actions in favor
of XL, the Executive’s current employer, arising from and in
connection with the Executive’s employment by the Employer to
the maximum extent permitted under the laws of Connecticut. Such
indemnification shall specifically include any claim by XL relating to
conversations, meetings or actions between the Executive and Michael C.
Sowa, Nancy M.  Pelgrift,  Russell  E. Wagner, Daniel
E. Yerxa and/or Brad Lord relating to their terminating their
employment with XL and accepting employment with the Employer. Such
indemnification shall not apply to any such liabilities, suits, claims,
actions, causes of actions or debts resulting from or relating to: (i)
any action by the Executive constituting gross negligence, fraud or
criminal conduct; (ii) any restrictions, covenants, agreements, or
limitations relating to the Executive’s execution and delivery
of this Agreement; (iii) any action which is in violation of any laws,
rules or regulations applicable to the Employer and/or the business of
the Employer or (iv) any breach by the Executive of the representations
and warranties in paragraph 12.

(b)    The Executive shall
promptly notify Employer in the event the Executive becomes aware of
any notice or claim or threatened claim for which he might be entitled
to indemnify under this paragraph 13. The Executive shall cooperate
with the Employer in investigating such claim or potential claim, shall
not make any admissions of liability and shall, at the request of the
Employer, allow the Employer to assume the control of the defense
thereof. To the extent that the Employer does not promptly assume the
control of the defense thereof, the indemnity contained in this
Paragraph 13 shall include reasonable advances to pay the fees and
expenses of counsel retained by the Executive to defend against the
indemnity claim for which the Employer does not assume the
defense.

14. Prior Trade Secret
Obligations.


(a)    The Employer recognizes that while the
Executive was employed with prior employers, the Executive may have
been exposed to confidential, proprietary and/or trade secret
information (‘‘Other Confidential
Information’’). the Employer also recognizes that the
Executive has a legal duty, and may have a contractual duty, not to use
or disclose Other Confidential Information outside of the
Executive’s employment with such former employers. The Employer
has no intention to obtain any such information in any form and wishes
to ensure that the Executive is not placed in a position which might
cause the disclosure or use of any such information either
intentionally or inadvertently. If the Executive is ever involved in
any job situation which the Executive believes might cause the
disclosure or use of any such Other Confidential Information, the
Executive agrees to immediately notify the CEO and advise him of the
Executive’s concerns. In the event it is determined that a risk
of disclosure or use does exist, the Employer will take appropriate
measures.

(b)    The Executive acknowledges that the Executive
has been advised by the Employer that at no time should the Executive
divulge to or use for the benefit of the Employer any Other
Confidential Information. The Executive acknowledges and affirms that
the Executive has not divulged or used any Other Confidential
Information for the benefit of the Employer.

15. Assignment.    This is a personal
services agreement and the Executive may not assign this Agreement to
any third party. The Employer may assign this Agreement and the
benefits hereunder without the consent of the Executive, without being
relieved of any liability hereunder, to one of its direct or indirect
‘‘affiliates’’ or
‘‘associates’’ as those terms are defined
in Rule 405 of the Rules and Regulations promulgated under the
Securities Act of 1933. The Employer may assign this Agreement and the
benefits hereunder to any entity (corporate or other) into which the
Company or the business of the Company may be merged, consolidated or
transferred but nothing contained herein shall release the Employer of
any of its obligations
hereunder.

16. Arbitration. Except for
matters covered under paragraph 11, in the event of any dispute or
difference between the Employer or the Company and the Executive with
respect to the subject 

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matter of this Agreement and the enforcement
of rights hereunder, either the Executive or the Employer and the
Company may, by written notice to the other, require such dispute or
difference to be submitted to arbitration. The arbitrator or
arbitrators shall be selected by agreement of the parties or, if they
cannot agree on an arbitrator or arbitrators within 30 days after the
date arbitration is required by either party, then the arbitrator or
arbitrators shall be selected by the American Arbitration Association
(the ‘‘AAA’’) upon the application of the
Executive or the Employer. The determination reached in such
arbitration shall be final and binding on both parties without any
right of appeal or further dispute. Execution of the determination by
such arbitrator may be sought in any court of competent jurisdiction.
The arbitrators shall not be bound by judicial formalities and may
abstain from following the strict rules of evidence and shall interpret
this Agreement as an honorable engagement and not merely as a legal
obligation. Unless otherwise agreed by the parties, any such
arbitration shall take place in Stamford,
Connecticut.

17. Miscellaneous.

(a)    Governing
Law and Captions. This Agreement shall be governed by, and
construed in accordance with, the laws of Connecticut without reference
to principles of conflict of laws. The captions of this Agreement are
not part of the provisions hereof and shall have no force or
effect.

(b)    Notices. All notices and other
communications under this Agreement shall be in writing and shall be
given by hand delivery or by facsimile (provided confirmation of
receipt of such facsimile is received) to the other party or by
registered or certified mail, return receipt requested, postage
prepaid, or by Federal Express or other nationally-recognized overnight
courier that requires signatures of recipients upon delivery and
provides tracking services, addressed as follows:

If to
the Executive:

Brian M.  Boornazian
8 Hunters
Ridge
Rocky Hill, CT 06067

If to the
Employer:

Chief Executive Officer
Aspen Insurance
Holdings Ltd
100 Leadenhall Street
London EC3A
3DD
ENGLAND

or to such other address as either party
furnishes to the other in writing in accordance with this subparagraph
17(b). Notices and communications shall be effective when actually
received by the addressee.

(c)    Amendment. This
Agreement may not be amended or modified except by a written agreement
executed by the parties hereto.

(d)    Severability.
The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision
of this Agreement. If any provision of this Agreement shall be held
invalid or unenforceable in part, the remaining portion of such
provision, together with all other provisions of this Agreement, shall
remain valid and enforceable and continue in full force and effect to
the fullest extent consistent with
law.

(e)    Withholding. Notwithstanding any other
provision of this Agreement, the Employer may withhold from amounts
payable under this Agreement all federal, state, local, and foreign
taxes that are required to be withheld by applicable laws or
regulations. All cash amounts required to be paid hereunder shall be
paid in United States dollars. Except as otherwise specifically
provided herein, the Executive shall be responsible for all federal,
state and local taxes on all compensation and benefits provided
hereunder.

(f)    Waiver. The Executive’s or
the Employer’s failure to insist upon strict compliance with any
provision of, or to assert any right under, this Agreement shall not be
deemed to be a waiver of such provision or right or of any other
provision of or right under this Agreement.

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(g)    Entire Understanding. The
Executive and the Employer acknowledge that this Agreement supersedes
and terminates any other severance and employment agreements between
the Executive and the Employer or any Employer affiliates. This
Agreement may be executed in several counterparts, each of which shall
be deemed an original, and said counterparts shall constitute but one
and the same instrument.

(h)    Rights and Benefits
Unsecured. The rights and benefits of the Executive under this
Agreement may not be anticipated, assigned, alienated, or subject to
attachment, garnishment, levy, execution, or other legal or equitable
process except as required by law. Any attempts by the Executive to
anticipate, alienate, assign, sell, transfer, pledge or encumber the
same shall be void. Payments hereunder shall not be considered assets
of the Executive in the event of insolvency or
bankruptcy.

(i)    Noncontravention. The Employer
represents that the Employer is not prevented from entering into, or
performing this Agreement by the terms of any law, order, rule or
regulation, its by-laws or declaration of trust, or any agreement to
which it is a party, other than which would not have a material adverse
effect on the Employer’s ability to enter into or perform this
Agreement.

(j)    Paragraph and Subparagraph Headings.
The paragraph and subparagraph headings in this Agreement are for
convenience of reference only; they form no part of this Agreement and
shall not affect its interpretation.

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IN WITNESS WHEREOF, the Executive has
hereunto set the Executive’s hand and, pursuant to the
authorization of the Board, the Company has caused this Agreement to be
executed, all as of the day and year first above
written.


		ASPEN INSURANCE U.S. SERVICES
INC.





		By:  





		Name:
Title:





		BRIAN
M.
BOORNAZIAN





	
			
	


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