EX-10.2






Exhibit 10.2




	 	 	 	 	 
	

	 	Mary O’Neill
	 	Citigroup
	 

	 	Vice President
	 	1 North Wall Quay
	 

	 	Trade Business Management
	 	Dublin 1, Ireland






Aspen Insurance Limited (“Aspen”)

Maxwell Roberts Building

1 Church Street

Hamilton

HM 11

Bermuda




Attention: Bryan Astwood




Date: 28 October 2008




Dear Sir,



Pledge Agreement between (1) Aspen and (2) Citibank Europe Plc (pursuant to an Assignment Agreement
dated 11 October 2006) dated 17 January 2006, as amended, varied, supplemented, novated or assigned
as the case may be.



With reference to the above Pledge Agreement, without prejudice to the provisions of Sections 2,
and subject to Aspen’s counter-signature of a copy of this letter:-





	 	1.	 	Section 6(k) shall be deleted in its entirety and replaced by the following
	 
	 	 	 	“The Pledgor shall cause Securities of the type specified in Schedule 1 to be pledged as
Collateral so that at all times the fair market value of such Securities shall equal or
exceed (i) an amount equal to 111.111111% of the aggregate amount of the then outstanding
Credits where the Collateral provide in respect of such Credits comprises Type 1 Financial
Assets; and (ii) an amount equal to 117.647% of the aggregate amount of the then
outstanding Credits where the Collateral provided in respect of such Credits comprises Type
2 Financial Assets and, without limiting the foregoing, if at any time the Pledgor is not
in compliance with the requirements of this subsection (k), the Pledgor shall forthwith
cause additional Securities of the type specified in Schedule 1 to be held as Collateral
pursuant to Section 2 to the extent required to cause the Pledgor to be in compliance with
this sub-section (k).”
	 
	 	2.	 	Schedule 1 shall be as set out in Annex A to this Letter.




Save as expressly provided in this letter, the provisions of the Pledge Agreement shall remain in
full force and effect.



Please countersign and return the enclosed copy of this letter, which may be in any number of
counterparts (including facsimile counterparts).



	 	 	 	 	 
	Yours faithfully

 	 	 
	/s/ Mary O’Neill
 	 	 



For Citibank Europe Plc




Citibank Europe plc




Directors: Shirish Apte (U.K.) Aidan M Brady, Sanjeeb Chaudhuri (U.K.), Maurice F Doyle, Mark Fitzgerald, James Foster (U.K.), Brian Hayes,
Peter Maskrey (U.K.), Frank McCabe, Naveed Sultan (U.K.), Francesco Vanni d’Archirafi (Italy), Tony Woods.




Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin 1.

Ultimately owned by Citigroup Inc., New York, U.S.A.

Citibank Europe plc is regulated by the Financial Regulator




 









 







We hereby confirm our agreement to the above.






	 	 	 	 	 
	Dated: October 29,
2008 

Signed:	 	Dated: October 29,
2008 

Signed:
	
/s/ Bryan Astwood
 	 	
/s/
David Skinner

	for and on behalf of 	 	for and on behalf of 
	ASPEN INSURANCE LIMITED 	 	ASPEN INSURANCE LIMITED 
	 



Citibank Europe plc




Directors: Shirish Apte (U.K.) Aidan M Brady, Sanjeeb Chaudhuri (U.K.), Maurice F Doyle, Mark Fitzgerald, James Foster (U.K.), Brian Hayes,
Peter Maskrey (U.K.), Frank McCabe, Naveed Sultan (U.K.), Francesco Vanni d’Archirafi (Italy), Tony Woods.




Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin 1.

Ultimately owned by Citigroup Inc., New York, U.S.A.

Citibank Europe plc is regulated by the Financial Regulator




 









 








ANNEX A




SCHEDULE 1 of the PLEDGE AGREEMENT



Securities or Other Assets Acceptable as Financial Assets:




     Type 1 Financial Assets






Securities issued by the US Government or its agencies (whose debt obligations are fully and
explicitly guaranteed as to the timely payment of principal and interest by the full faith and
credit of the US Government) or the central government of an OECD (Organisation for Economic
Co-operation and Development) country, in each case rated AA or AA equivalent or better.



     Type 2 Financial Assets





Securities issued by the following US government agencies, including mortgage-backed
securities, in each case rated AA or AA equivalent or better:




	 	•	 	The Government National Mortgage Association
	 
	 	•	 	The Federal Home Loan Mortgage Corporation or any successor thereto;
	 
	 	•	 	The Federal National Mortgage Association or any successor thereto.
	 
	 	•	 	The Federal Farm Credit Banks Funding Corporation or any successor thereto;
and
	 
	 	•	 	The Federal Home Loan Banks or any successor thereto.





Citibank Europe plc




Directors: Shirish Apte (U.K.) Aidan M Brady, Sanjeeb Chaudhuri (U.K.), Maurice F Doyle, Mark Fitzgerald, James Foster (U.K.), Brian Hayes,
Peter Maskrey (U.K.), Frank McCabe, Naveed Sultan (U.K.), Francesco Vanni d’Archirafi (Italy), Tony Woods.




Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin 1.

Ultimately owned by Citigroup Inc., New York, U.S.A.

Citibank Europe plc is regulated by the Financial Regulator