May
19 2006

Sarah Ann Davies
Hollybush
Cottages
Bendish
 Whitwell
 Hertfordshire
SG4 8JB

United Kingdom

Dear Ms Davies,


Re:
Aspen Insurance Holdings Limited (the
"Company") 2003 Share Incentive Plan (the
"Plan")


We refer to the
Plan and the terms of the nonqualified share option agreement entered
into by you and the Company on 20 August  2003 (the
"Option Agreement"). We also refer to the
compromise agreement entered into between you, the Company and Aspen
Insurance UK Services Limited ("Aspen UK") on
or about the date hereof (the "Compromise
Agreement").

This letter is delivered to you
pursuant to the terms of clause 4A of the Compromise Agreement and is
provided by the Company acting through the Committee in accordance with
section 4(b) of the Plan.

Capitalised terms used in this
letter and not otherwise defined herein shall have the meaning given to
them in the Option Agreement or the Plan.

Section 2(d) of
the Option Agreement provides that, in the event that your employment
with the Company is terminated for any reason, the Options shall, to
the extent not then vested, be cancelled by the Company and the Vested
Portion of the Options shall become exercisable for the period set
forth in section 3(a) of the Option Agreement.

We hereby
confirm that provided that:

		
	(a) 	your
employment as Chief Operating Officer of Aspen UK and the Company ends
on 31 May  2006; and


		
	(b) 	you
enter into a service agreement (with effect from 1 June  2006) in
the terms set out in Appendix B to the Compromise Agreement (the
"New Service Agreement");
and


		
	(c) 	you do not give notice of
termination of the New Service Agreement to Aspen UK or the Company
prior to 30 September  2006,
















your Options shall be treated as
follows:

			
		(i) 	the Shares underlying the
Time Option that remain unvested at the date of this letter (being
41,202 Shares) shall vest and become exercisable on 31 December
2006; and


			
		(ii) 	the Shares underlying
the Performance-Accelerated Option that remain unvested at the date of
this letter (being 67,413 Shares) shall continue to vest and become
exercisable in accordance with the provisions of clause 2(b) of the
Option Agreement.


Further, we confirm that in the event
that your employment with the Company is terminated by you or the
Company for any reason at any time on or after 1 October  2006,
the provisions of clauses 2(d) and 3(a)(ii) to 3(a)(v) of the Option
Agreement shall not apply, such that you shall be
entitled:

		
	(a) 	to exercise all or any
part of the Vested Portion of the Options;
and


		
	(b) 	in the case of any Shares
underlying the Performance-Accelerated Option that vest and become
exercisable following such termination, to exercise the Option over
such Shares,


at any time prior to the earliest to occur of
the events listed in clauses 3(a)(i) and 3(a)(vi) of the Option
Agreement only.

Please acknowledge the terms of this
letter by countersigning below.

This letter shall be
governed by and construed in accordance with the laws of
Bermuda.

Yours sincerely,

/s/ Christopher
O'Kane

	
		
	


for and on behalf
of


Aspen Insurance Holdings
Limited


Acknowledged by:

/s/
Sarah Ann Davies

	
		
	



Sarah Ann
Davies