EX-10.6












Exhibit 10.6




(Amendment to non-U.S. Version — amendments

applicable to U.S. persons outside the U.S.)




AMENDMENT TO THE

RESTRICTED SHARE UNIT AWARD AGREEMENT




     THIS AMENDMENT (the “Amendment”) to the Restricted Share Unit Award Agreement (the
“Agreement”), effective as of the ___day of ___, 200[ ], between Aspen Insurance
Holdings Limited, a Bermuda corporation (the “Company”), and ___(the “Participant”), is
made effective as of the ___day of ___, 2008:



     WHEREAS, the Company has adopted the Aspen Insurance Holdings Limited 2003 Share Incentive
Plan, as amended from time to time (the “Plan”), which Plan is incorporated herein by reference and
made a part of this Amendment. Capitalized terms not otherwise defined herein shall have the same
meanings as in the Plan; and



     WHEREAS, the Committee has determined that it would be in the best interests of the
Participant to amend the Agreement to comply with Section 409A of the Code, and the rules and
regulations promulgated thereunder.



     NOW THEREFORE, the Agreement is amended as follows:




				
	 	1.	 	Section 6 is restated in its entirety as follows:





     “Payment. Except as otherwise elected by the Participant in accordance with the
provisions of Section 7, payment for the value of the Participant’s Restricted Share Units shall be
made to the Participant (or, in the event of the Participant’s death, the Participant’s
beneficiary, or, in the event that no beneficiary shall have been designated, the Participant’s
estate) as soon as practicable following the date on which such Restricted Share Units vest, but in
no event later than March 15th of the calendar year following the end of the calendar year in which
the Restricted Share Units vest. Restricted Share Units shall be paid in Shares, less any Shares
withheld in accordance with the provisions of Section 9, with one (1) Share paid for each Unit.”




				
	 	2.	 	Wherever it appears in the Agreement, the definition of “Good Reason” shall be restated in
its entirety as follows:





     “Good Reason” shall mean:




	 	(i)	 	a material diminution in the Participant’s base
compensation;






	 	(ii)	 	a material diminution in the Participant’s authority,
duties, or responsibilities;






	 	(iii)	 	a material diminution in the authority, duties, or
responsibilities of the supervisor to whom the Participant is required to
report;






	 	(iv)	 	a material diminution in the budget over which the
Participant retains authority;




 









 












	 	(v)	 	a material change in the geographic location at which the
Participant must perform the services; or






	 	(vi)	 	any other action or inaction that constitutes a material
breach by the Company of the agreement under which the Participant provides
services;





provided that, the Participant provides the Company with notice within 90 days of the initial
existence of a condition described in (i) through (vi) and, upon receiving such notice, the Company
is provided with 30 days to remedy the condition.”



     Except as expressly amended herein, the provisions of the Agreement shall remain in full force and
effect.



     This Amendment may be signed in counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment.



	 	 	 	 	 
	 	ASPEN INSURANCE HOLDINGS LIMITED

 	 
	 	By:  	__________________________
 	 
	 	 	 	 
	 	 	 	 
	 





	 	 	 	 	 
	 	AGREED AND ACKNOWLEDGED AS

OF THE EFFECTIVE DATE OF THE

AMENDMENT ABOVE WRITTEN:

 	 
	 	  	__________________________
 	 
	 	 	Participant