Exhibit
10.1

ASPEN INSURANCE HOLDINGS LIMITED
2006 STOCK OPTION
PLAN FOR NON-EMPLOYEE DIRECTORS

		
	1. 	Purpose of
the Plan


		
	 	The purpose of the Plan is to provide
ownership of the Company's shares to non-employee members of the
Board in order to improve the Company's ability to attract and
retain highly qualified individuals to serve as directors of the
Company and to strengthen the commonality of interest between directors
and shareholders.


		
	2. 	Definitions



		
	 	The following capitalized terms used in the
Plan shall have the respective meanings set forth in this
Section:


			
		(a) 	‘‘Act’’
means The Securities Exchange Act of 1934, as amended, or any successor
thereto.


			
		(b) 	‘‘Affiliate’’
means any entity directly or indirectly controlling, controlled by, or
under common control with, the Company or any other entity designated
by the Board in which the Company or an Affiliate has an
interest.


			
		(c) 	‘‘Beneficial
Owner’’ means a ‘‘beneficial
owner,’’ as such term is defined in Rule 13d-3 under the
Act (or any successor rule thereto) (except that a Person shall be
deemed to have ‘‘beneficial ownership’’ of
all Shares that such Person has the right to acquire, whether such
right is exercisable immediately or only after the passage of
time).


			
		(d) 	‘‘Board’’
means the Board of Directors of the
Company.


			
		(e) 	‘‘Change in
Control’’ means,


(i)    at any time that the Investors (as
defined below) are the Beneficial Owners of 33.33% or more of
the combined voting power of the voting shares of the Company, the
occurrence of any of the following
events:

(A)    the sale or disposition, in
one or a series of related transactions, of all or substantially all,
of the assets of the Company to any Person or Group (other than (x) any
subsidiary (as defined below) of the Company or (y) any entity which is
a holding company (as defined below) of the Company (other than any
holding company which became a holding company in a transaction that
resulted in a Change in Control) or any subsidiary of such holding
company);

(B)    any Person or Group is or
becomes the Beneficial Owner, directly or indirectly, of more than
50% of the combined voting power of the voting shares of the
Company (or any entity which is the Beneficial Owner of more than
50% of the combined voting power of the voting shares of the
Company), including by way of merger, consolidation, tender or exchange
offer or otherwise; excluding, however, the following: (I) any
acquisition directly from the Company, (II) any acquisition by the
Company, or (III) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any
corporation controlled by the Company; or

(C)    the consummation of any transaction or
series of transactions resulting in a merger, consolidation or
amalgamation, in which the Company is involved, other than a merger,
consolidation or amalgamation which would result in the shareholders of
the Company immediately prior thereto continuing to own (either by
remaining outstanding or by being converted into voting securities of
the surviving entity), in the same proportion as immediately prior to
the transaction(s), more than 50% of the combined voting power
of the voting shares of the Company or such surviving entity
outstanding immediately after such merger, consolidation or
amalgamation; and

(ii)    at any time that
the Investors (as defined below) are the Beneficial Owners of less than
33.33% of the combined voting power of the voting shares of the
Company, the occurrence of any of the following
events:









(A)    the sale or
disposition, in one or a series of related transactions, of all or
substantially all, of the assets of the Company to any Person or Group
(other than (x) any subsidiary of the Company or (y) any entity that is
a holding company of the Company (other than any holding company which
became a holding company in a transaction that resulted in a Change in
Control) or any subsidiary of such holding company);

(B)    any Person or Group is or becomes the
Beneficial Owner, directly or indirectly, of more than 30% of
the combined voting power of the voting shares of the Company (or any
entity which is the Beneficial Owner of more than 50% of the
combined voting power of the voting shares of the Company), including
by way of merger, consolidation, tender or exchange offer or otherwise;
excluding, however, the following: (I) any acquisition directly from
the Company, (II) any acquisition by the Company, (III) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained
by the Company or any corporation controlled by the Company, or (IV)
any acquisition by a Person or Group if immediately after such
acquisition a Person or Group who is a shareholder of the Company on
the Effective Date continues to own voting power of the voting shares
of the Company that is greater than the voting power owned by such
acquiring Person or Group;

(C)    the
consummation of any transaction or series of transactions resulting in
a merger, consolidation or amalgamation, in which the Company is
involved, other than a merger, consolidation or amalgamation which
would result in the shareholders of the Company immediately prior
thereto continuing to own (either by remaining outstanding or by being
converted into voting securities of the surviving entity), in the same
proportion as immediately prior to the transaction(s), more than
50% of the combined voting power of the voting shares of the
Company or such surviving entity outstanding immediately after such
merger, consolidation or amalgamation; or

(D)    a change in the composition of the
Board such that the individuals who, as of the Effective Date,
constitute the Board (such Board shall be referred to for purposes of
this subsection (e)(ii) as the ‘‘Incumbent
Board’’) cease for any reason to constitute at least a
majority of the Board; provided, however, that for purposes of this
definition, any individual who becomes a member of the Board subsequent
to the Effective Date, whose election, or nomination for election, by a
majority of those individuals who are members of the Board and who were
also members of the Incumbent Board (or deemed to be such pursuant to
this proviso) shall be considered as though such individual were a
member of the Incumbent Board; and, provided further, however, that any
such individual whose initial assumption of office occurs as the result
of or in connection with either an actual or threatened election
contest (as such terms are used in Rule 14a-11 or Regulation 14A of the
Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of an entity other than the Board shall not be so
considered as a member of the Incumbent Board.

For
purposes of this definition of Change in Control, (i)
‘‘Investors’’ shall mean The Blackstone
Group, Wellington Underwriting plc, Candover Partners Limited, Credit
Suisse First Boston Private Equity, Montpelier Re Holdings Ltd., 3i
Group plc, Olympus Partners and Phoenix Equity Partners or their
respective Affiliates; (ii) ‘‘subsidiary’’
shall mean, in respect of any entity, any other entity that is,
directly or indirectly, wholly owned by the first entity; and (iii)
‘‘holding company’’ shall mean, in respect
of any entity, any other entity that, directly or indirectly, wholly
owns such first
entity.

			
		(f) 	‘‘Code’’
means the Internal Revenue Code of 1986, as amended, or any successor
thereto.


			
		(g) 	‘‘Committee’’
means the Committee, as specified in Section 4, appointed by the
Board.


			
		(h) 	‘‘Company’’
means Aspen Insurance Holdings Limited, a Bermuda
corporation.


			
		(i) 	‘‘Effective
Date’’ means the date the Board approves the
Plan.


			
		(j) 	‘‘Fair Market
Value’’ means the average of the high and low prices
for Shares traded on the New York Stock Exchange on the date of the
grant of such Option or if no Shares are traded on that day, on the
next preceding day on which the Shares were traded on the New York
Stock Exchange.










			
		(k) 	‘‘Group’’
means a ‘‘group,’’ as such term is used for
purposes of Section 13(d)(3) or 14(d)(2) of the Act (or any successor
section thereto).


			
		(l) 	‘‘Option’’
means a share option granted pursuant to Section 6.


			
		(m) 	‘‘Option
Price’’ means the purchase price per Share of an
Option, as determined pursuant to Section 6(a).


			
		(n) 	‘‘Participant’’
means a non-employee member of the Board or the board of directors of
an Affiliate who is selected by the Committee to participate in the
Plan. To the extent that the Committee determines it is necessary or
desirable to grant an Option directly to the employer of a non-employee
director pursuant to Section 10, such employer will be deemed to be the
Participant.


			
		(o) 	‘‘Person’’
means a ‘‘person,’’ as such term is used
for purposes of Section 13(d) or 14(d) of the Act (or any successor
section
thereto).


			
		(p) 	‘‘Plan’’
means the Aspen Insurance Holdings Limited 2006 Stock Option Plan for
Non-Employee
Directors.


			
		(q) 	‘‘Service’’
means a Participant’s service as a non-employee member of the
Board or the board of directors of an Affiliate.


			
		(r) 	‘‘Shares’’
means ordinary shares, par value $0. 0015144558 per share, in the
capital of the Company.


			
		(s) 	‘‘Subsidiary’’
means a subsidiary corporation, as defined in Section 424(f) of the
Code (or any successor section thereto), of the
Company.


		
	3. 	Shares Subject to the
Plan


The total number of Shares that may be issued
pursuant to Options granted under the Plan is 400,000. The Shares may
consist, in whole or in part, of unissued Shares or previously issued
Shares. The issuance of Shares upon the exercise of an Option shall
reduce the total number of Shares available under the Plan. Shares that
are (a) subject to Options (or portions thereof) that are forfeited,
are cancelled, or expire, terminate or lapse unexercised or (b) held
back by the Company upon exercise of an Option to cover the Option
Price or tax withholding, as applicable, shall not be treated as having
been issued under the Plan.

		
	4. 	Administration


			
		(a) 	The
Plan shall be administered by the full Board or such committee as the
Board shall select consisting solely of two or more members of the
Board who, during any period the Company is subject to Section 16 of
the Act, are intended to qualify as ‘‘Non-Employee
Directors’’ within the meaning of Rule 16b-3 under the
Act (or any successor rule thereto). The Board or any such committee,
as the case may be, shall be referred to as the
‘‘Committee’’ for purposes of this Plan and
any Option agreement. To the extent a Committee other than the Board
administers the Plan, the members of such Committee shall be appointed
from time to time by and shall serve at the discretion of, the
Board.


			
		(b) 	Subject to the provisions of the
Plan, the Committee shall have the full power and authority to grant,
and establish the terms and conditions of, any Option to any person
eligible to be a Participant. The Committee may amend the terms and
conditions of outstanding Options; provided, however, that no such
amendment that would adversely affect a Participant's rights with
respect to an Option may be made without the prior written consent of
the Participant.


			
		(c) 	The Committee is authorized
to interpret the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make any other determinations
that it deems necessary or desirable for the administration of the
Plan, and may delegate such authority, as it deems appropriate. The
Committee may correct any defect or supply any omission or reconcile
any 










			
		 	
inconsistency in the Plan in the manner and to
the extent the Committee deems necessary or desirable. Any decision of
the Committee in the interpretation and administration of the Plan, as
described herein, shall lie within its sole and absolute discretion and
shall be final, conclusive and binding on all parties concerned
(including, but not limited to, Participants and their beneficiaries or
successors).


			
		(d) 	The Company shall have the
power and right, prior to the delivery of Shares pursuant to an Option,
to deduct or withhold, or require a participant to remit to the Company
(or an Affiliate), an amount (in cash or Shares) sufficient to satisfy
any applicable tax withholding requirements applicable to an Option.
Subject to such restrictions as the Committee may prescribe, a
Participant may satisfy all or a portion of any tax withholding
requirements by electing to have the Company withhold Shares having a
Fair Market Value equal to the amount to be withheld up to the minimum
statutory tax withholding rate (or such other rate that will not result
in a negative accounting impact).


		
	5. 	Limitations 


			
		(a) 	No
Option may be granted under the Plan after the tenth anniversary of the
Effective Date, but Options theretofore granted may extend beyond that
date.


			
		(b) 	Without the approval of the
shareholders of the Company, the Company shall not adjust an Option or
exchange an Option with another Option if it would result in an Option
with a lower Option Price (except for adjustments pursuant to Section 7
of the Plan).


		
	6. 	Terms and Conditions of
Options 


Options granted under the Plan shall be
nonqualified stock options for United States federal income tax
purposes, and shall be subject to the foregoing and the following terms
and conditions and to such other terms and conditions, not inconsistent
therewith, as the Committee shall determine:

			
		(a) 	Option Price. The Option Price per
Share shall be determined by the Committee, but shall not be less than
100% of the Fair Market Value of the Shares on the date an
Option is granted (except to the extent the Option Price is adjusted
pursuant to Section 7 of the Plan).


			
		(b) 	Exercisability. Options granted under
the Plan shall be exercisable at such time and upon such terms and
conditions as may be determined by the Committee, but in no event shall
an Option be exercisable more than ten years after the date it is
granted, except as may be provided pursuant to Section 12.


			
		(c) 	Exercise of Options. Except as
otherwise provided in the Plan or in an Option agreement, an Option may
be exercised for all, or from time to time any part, of the Shares for
which it is then exercisable. For purposes of this Section 6, the
exercise date of an Option shall be the date a notice of exercise is
received by the Company, together with payment (or to the extent
permitted by applicable law, provision for payment) of the full
purchase price in accordance with this Section 6(c). The purchase price
for the Shares as to which an Option is exercised shall be paid to the
Company, as designated by the Committee, pursuant to one or more of the
following methods (subject in each case to such conditions or
restrictions as the Committee may prescribe): (i) in cash or its
equivalent (e.g., by check); (ii) in Shares having a Fair Market
Value equal to the aggregate Option Price for the Shares being
purchased and satisfying such other requirements as may be imposed by
the Committee; (iii) partly in cash and partly in Shares;
(iv) through the delivery of irrevocable instructions to a
broker to sell Shares obtained upon the exercise of the Option and to
deliver promptly to the Company an amount out of the proceeds of such
sale equal to the aggregate Option Price for the Shares being
purchased; or (v) by such other means as the Committee may prescribe.
No Participant shall have any rights to dividends or other rights of a
shareholder with respect to Shares subject to an Option until the
Participant has given written notice of exercise of the Option, paid in
full for such Shares and, if applicable, has satisfied any other
conditions imposed by the Committee.


			
		(d) 	Attestation. Wherever in this Plan or
any agreement evidencing an Option, a Participant is permitted to pay
the Option Price or taxes relating to the exercise of an Option by
delivering 










			
		 	
Shares, the Participant may, subject to
procedures satisfactory to the Committee, satisfy such delivery
requirement by presenting proof of beneficial ownership of such Shares,
in which case the Company shall treat the Option as exercised without
further payment and/or shall withhold such number of Shares from the
Shares acquired by the exercise of the Option, as appropriate.



		
	7. 	Adjustments Upon Certain Events



		
	 	Notwithstanding any other provisions in the
Plan to the contrary, the following provisions shall apply to all
Options granted under the
Plan:


			
		(a) 	Generally. In the event of any
change in the outstanding Shares after the Effective Date by reason of
any Share dividend or split, reorganization, amalgamation,
recapitalization, merger, consolidation, spin-off, combination or
transaction or exchange of Shares or other corporate exchange, or any
distribution to shareholders of Shares other than regular cash
dividends or any transaction similar to the foregoing, the Committee in
its sole discretion and without liability to any person shall make such
substitutions or adjustments as it deems to be equitable, in its sole
discretion, and necessary to preserve the benefits or potential
benefits intended to be made available under this Plan as to (i) the
number or kind of Shares or other securities that may be issued
pursuant to the Plan or outstanding Options, (ii) the Option Price of
any outstanding Option and/or (iii) any other affected terms of such
Options.


			
		(b) 	Change in Control. In the
event of a Change in Control, the Committee may, but shall not be
obligated to, (A) with respect to any Option, accelerate or vest with
respect to, all or any portion of an Option or (B) cancel Options for
fair value (as reasonably determined in the discretion of the
Committee) which may equal, but in any event shall not be less than,
the excess, if any, of value of the consideration to be paid in the
Change in Control transaction to holders of the same number of Shares
subject to such Options (or, if no consideration is paid in any such
transaction, the Fair Market Value of the Shares subject to such
Options) over the aggregate exercise price of such Options or (C)
provide for the issuance of substitute Options that will substantially
preserve the otherwise applicable terms of any affected Options
previously granted hereunder as determined by the Committee in its sole
discretion or (D) provide that for a period of at least 15 days prior
to the Change in Control, such Options shall be exercisable as to all
Shares subject thereto and that upon the occurrence of the Change in
Control, such Options shall terminate and be of no further force and
effect.


		
	8. 	No Right to Service or
Options


		
	 	The granting of an Option under the
Plan shall impose no obligation on the Company or any Affiliate to
continue the Service of a Participant and shall not lessen or affect
the Company’s or Affiliate’s right to terminate the
Service of such Participant. No Participant or other Person shall have
any claim to be granted any Option, and there is no obligation for
uniformity of treatment of Participants, or holders or beneficiaries of
Options. The terms and conditions of Options and the Committee’s
determinations and interpretations with respect thereto need not be the
same with respect to each Participant (whether or not such Participants
are similarly situated).


		
	9. 	Successors and
Assigns


		
	 	The Plan shall be binding on all
successors and assigns of the Company and a Participant, including
without limitation, the estate of such Participant and the executor,
administrator or trustee of such estate, or any receiver or trustee in
bankruptcy or representative of the Participant’s creditors.


		
	10. 	Transferability of Options



		
	 	Unless otherwise determined by the Committee,
an Option shall not be transferable or assignable, provided, however,
that (a) an Option may be transferred or assigned by will or by the
laws of descent and distribution, and, (b) if permitted by the
Committee in its sole discretion, an Option may be granted directly or
transferred to the employer of a non-employee director if such
non-employee director is obligated to transfer any compensation
received as a non-employee director to his or her employer. An Option
exercisable after the death of a Participant may be exercised by the
legatees, personal representatives or distributees of the
Participant.










		
	11. 	Amendments or
Termination


		
	 	The Board or the Committee may
amend, alter or discontinue the Plan at any time and from time to time,
but no amendment, alteration or discontinuation shall be made,
(a) without the approval of the shareholders of the Company, if
such action would (i) increase the total number of Shares that may be
issued under the Plan, (ii) reduce the Option Price of an Option
(except to the extent the increase in Shares or reduction in Option
Price is made in connection with an adjustment under Section 7
of the Plan), or (iii) require shareholder approval under any
applicable New York Stock Exchange listing standards or any applicable
rule promulgated by the United States Securities and Exchange
Commission or any securities exchange on which Shares are listed or any
other applicable laws, and (b) without the consent of a
Participant, if such action would diminish any of the rights of the
Participant under any Option theretofore granted to such Participant
under the Plan.


		
	12. 	Requirements of Law;
International Participants


		
	 	The Committee may,
in its sole discretion, amend the terms of the Plan or Options in order
(i) to comply with United States federal law or the rules of any
securities exchange in the United States or (ii) with respect to
Participants who reside or work outside the United States of America,
to conform such terms with the requirements of local law or to obtain
more favorable tax or other treatment for a Participant, the Company or
an Affiliate, and the Committee may, where appropriate, establish one
or more sub-plans to reflect such amended or varied provisions.


		
	13. 	Choice of Law


		
	 	The Plan
shall be governed by and construed in accordance with the laws of
Bermuda, without regard to conflicts of laws
principles.


		
	14. 	Arbitration


		
	 	In
the event of any controversy between a Participant and the Company
arising out of, or relating to, this Plan or an Option granted
hereunder which cannot be settled amicably by the parties, such
controversy shall be finally, exclusively and conclusively settled by
mandatory arbitration conducted expeditiously in accordance with the
American Arbitration Association rules, by a single independent
arbitrator. If the parties are unable to agree on the selection of an
arbitrator, then either the Participant or the Company may petition the
American Arbitration Association for the appointment of the arbitrator,
which appointment shall be made within ten (10) days of the petition
therefor. Either party to the dispute may institute such arbitration
proceeding by giving written notice to the other party. A hearing shall
be held by the arbitrator in New York, London or Bermuda as agreed by
the parties (or, failing such agreement, in Bermuda) within thirty (30)
days of his or her appointment. The decision of the arbitrator shall be
final and binding upon the parties and shall be rendered pursuant to a
written decision that contains a detailed recital of the
arbitrator’s reasoning. Judgment upon the award rendered may be
entered in any court having jurisdiction
thereof.


		
	15. 	Code Section 409A
Compliance


To the extent applicable, it is intended
that this Plan and any Options granted under the Plan comply with the
requirements of Section 409A of the Code and any related regulations or
other guidance promulgated with respect to such Section by the United
States Department of the Treasury or the Internal Revenue Service
(‘‘Section 409A’’). Any provision that
would cause the Plan or any Option granted hereunder to fail to satisfy
Section 409A shall have no force or effect until amended to comply with
Section 409A, which amendment may be retroactive to the extent
permitted by Section 409A.

		
	16. 	Effectiveness of
the Plan


		
	 	The Plan shall be effective as of the
Effective Date, subject to the approval of the shareholders of the
Company.