(1)
SARAH ANN
DAVIES


AND


(2)
ASPEN INSURANCE UK SERVICES LIMITED



(3)
ASPEN INSURANCE HOLDINGS
LIMITED


	
				
	


SERVICE
AGREEMENT

	
				
	











TABLE OF
CONTENTS






											
	Clause		 		Page
	1.		INTERPRETATION		 	3	 
	2.		POSITION		 	3	 
	3.		TERM		 	3	 
	4.		DUTIES		 	4	 
	5.		REMUNERATION
AND COMMISSION		 	4	 
	6.		PENSION AND
INSURANCE
BENEFITS		 	5	 
	7.		EXPENSES		 	5	 
	8.		HOLIDAYS
AND HOLIDAY PAY		 	5	 
	9.		DISABILITY OR
DEATH		 	6	 
	10.		CONFIDENTIAL
INFORMATION		 	6	 
	11.		COPYRIGHT AND
DESIGNS		 	7	 
	12.		GRATUITIES AND CODES
OF CONDUCT		 	7	 
	13.		RESTRICTIVE
COVENANTS		 	7	 
	14.		TERMINATION BY
RECONSTRUCTION OR AMALGAMATION; CHANGE IN
CONTROL		 	9	 
	15.		TERMINATION OF
EMPLOYMENT BY THE COMPANY FOR
CAUSE		 	9	 
	16.		TERMINATION OF
EMPLOYMENT BY THE COMPANY WITHOUT
CAUSE		 	10	 
	17.		TERMINATION OF
EMPLOYMENT BY THE
EXECUTIVE		 	10	 
	18.		OBLIGATIONS UPON
TERMINATION OF EMPLOYMENT; CERTAIN OTHER
TERMINATIONS		 	11	 
	19.		EFFECT OF
TERMINATION OF THIS
AGREEMENT		 	13	 
	20.		GENERAL
RELEASE		 	13	 
	21.		OTHER TERMS AND
CONDITIONS		 	13	 
	22.		NOTICES		 	14	 
	23.		PREVIOUS
AND OTHER
AGREEMENTS		 	14	 
	24.		ASSIGNMENT		 	14	 
	25.		SEVERABILITY		 	15	 
	26.		SUCCESSORS/BINDING
AGREEMENT		 	15	 
	27.		COOPERATION		 	15	 
	28.		GOVERNING
LAW		 	15	 
	29.		COUNTERPARTS		 	15	 
	






2









SERVICE
AGREEMENT


DATE: 19 May
2006

PARTIES:

		
	(1) 	SARAH ANN
DAVIES of Hollybush Cottages, 1 Hollybush Lane, Bendish, Whitwell,
Hertfordshire SG4 8JB (the
‘‘Executive’’);


		
	(2) 	ASPEN INSURANCE UK SERVICES
LIMITED (Registered in England No. 1184193), 30
Fenchurch Street, London EC3M 3BD, England (formerly known as
Wellington Re Services Limited) (the
‘‘Company’’);
and


		
	(3) 	ASPEN INSURANCE HOLDINGS
LIMITED incorporated in the Islands of Bermuda whose registered
office is at Maxwell Roberts Building, 1 Church Street, Hamilton HM 11,
Bermuda
(‘‘Holdings’’).


OPERATIVE
TERMS:

			
		1. 	INTERPRETATION


1.1    In
this
Agreement:

			
	‘‘Affiliate’’
		means any entity directly or indirectly controlling,
controlled by, or under common control with Holdings; or any other
entity designated by the Board of Holdings in which Holdings or an
Affiliate has an
interest.
			


			
	‘‘Board’’		means
the Board of Directors of the Company from time to
time;
			


			
	‘‘Board of
Holdings’’		means the Board of Directors of
Holdings from time to time;
and
			


			
	‘‘Group’’		means
Aspen Insurance Holdings Limited and its Affiliates (and
‘‘Group Company’’ means Holdings or any one
of its Affiliates).
			


1.2    In this
Agreement references to any statutory provision shall include such
provision as from time to time amended, whether before on or (in the
case of re-enactment or consolidation only) after the date hereof, and
shall be deemed to include provision of earlier legislation (as from
time to time amended) which have been reenacted (with or without
modification) or replaced (directly or indirectly) by such provision
and shall further include all statutory instruments or orders from time
to time made pursuant
thereto.

			
		2. 	POSITION


The
Company shall employ the Executive as Director of Research and
Development and Business Change of the Company and a member of the
Board. The Executive shall also be appointed as Director of Research
and Development and Business Change of Holdings. In addition, the
Executive shall also be nominated to serve as a director of such Group
Companies as mutually agreed to by the Executive and the Board of
Holdings (which nomination shall be subject to approval by the
shareholders of such Group Company in accordance with the
organizational documents
thereof).

			
		3. 	TERM


3.1    Subject
to the provisions of Clause 15, 16 and 17 hereunder, the Company shall
employ the Executive, and the Executive shall serve the Company, on the
terms and conditions set forth in this Agreement, for the period
beginning on 1st June  2006 (the
‘‘Effective Date’’) and ending on the
second anniversary of the Effective Date (the
‘‘Term’’); provided, however, that
commencing on the 

3










Effective Date and on each succeeding day
thereafter, unless previously terminated, the Term shall be
automatically extended by one additional day.

3.2    Notwithstanding the provisions of Clause 3.1,
the Executive’s employment shall terminate automatically when
the Executive reaches the age of 65
years.

			
		4. 	DUTIES


4.1    During
her employment hereunder the Executive
shall:

(a)    report to the Board and perform the
duties and exercise the powers and functions which from time to time
may reasonably be assigned to or vested in her by the Chief Executive
Officer in relation to the Company and any other Group Company to the
extent consistent with her job title set out in Clause 2 (without being
entitled to any additional remuneration in respect of such duties for
any Group Company);

(b)    devote the whole of her
working time, attention and ability to her duties in relation to the
Company and any other Group Company at such place or places as the
Board shall determine. The Executive shall work at the Company’s
premises at 100 Leadenhall Street, London EC3A 3DD, or such other place
as the Company and the Executive shall mutually agree, provided that
the Executive shall not be required to reside outside the United
Kingdom;

(c)    comply with all reasonable requests,
instructions and regulations given or made by the Board (or by any one
authorised by it) and promptly provide such explanations, information
and assistance as to the performance of her duties assigned to her
under this Agreement as the Chief Executive Officer may reasonably
require;

(d)    faithfully and loyally serve the
Company and each other Group Company to the best of her ability and use
her utmost endeavours to promote its interests in all
respects;

(e)    not engage in any activities which
would detract from the proper performance of her duties hereunder, nor
without the prior written consent of the Board or the Board of Holdings
in any capacity including as director, shareholder, principal,
consultant, agent, partner or employee of any other company, firm or
person (save as the holder for investment of securities which do not
exceed three percent (3%) in nominal value of the share capital
or stock of any class of any company quoted on a recognised stock
exchange) engage or be concerned or interested directly or indirectly
in any other trade, business or occupation whatsoever;
and

(f)    comply (and shall use every reasonable
endeavour to procure that her spouse and minor children will comply)
with all applicable rules of law, stock exchange regulations,
individual registration requirements (at a cost to be borne by the
Company) and codes of conduct of the Company and any other Group
Company in effect with respect to dealing in shares, debentures or
other securities of the Company or other Group
Company.

4.2    Nothing herein shall preclude the
Executive from (a) serving on the boards of directors of a reasonable
number of other corporations subject to the approval of the Board or
the Board of Holdings in each case (which approval has been given as to
the boards listed in Exhibit A attached hereto), which approval shall
not be unreasonably withheld, (b) serving on the boards of a reasonable
number of trade associations subject to the approval of the Board or
the Board of Holdings, which approval shall not unreasonably be
withheld, and/or charitable organizations, (c) engaging in any
charitable activities and community affairs, and (d) managing her
personal investments and affairs, provided that such activities set
forth in this Clause 4.2 do not significantly interfere with the
performance of her duties and responsibilities to any Group
Company.

			
		5. 	REMUNERATION AND
COMMISSION


5.1    The Executive shall be paid by way
of remuneration for her services during her employment hereunder a
salary at the rate (the ‘‘Salary Rate’’) of
£193,000 per annum, subject to increase pursuant to Clause 5.3,
which shall be inclusive of any fees to which the Executive may be
entitled as a director of the Company or of any other Group
Company.

4









5.2    The Executive shall be
eligible for a cash bonus during her employment hereunder of such
amounts (if any) at such times and subject to such conditions as the
Compensation Committee of the Board of Holdings (the
‘‘Compensation Committee’’) may in its
absolute discretion decide; provided, however, that notwithstanding the
preceding language of this Clause 5.2, the Executive shall participate
in all management incentive plans made available to the
Company’s senior executives at a level commensurate with
Executive’s status and position at the
Company.

5.3    The Company shall review the Salary
Rate for increase at least once each year, and any change in the Salary
Rate resulting from such review will take effect from 1 April. The
Company’s review shall take into consideration, among other
factors, the base salary paid to individuals performing similar
services at comparable companies based in Bermuda, the United Kingdom
and the United States, as well as other relevant local or global talent
pool comparables, it being expressly understood that while it is
intended that the Company shall consider these factors, it shall have
no obligation to take any specific action based on such
factors.

5.4    The Executive’s salary will
be payable by equal monthly installments; each monthly installment will
be in respect of a calendar month and will be paid on or before the
last day of such calendar month. Where the employment has begun or
ended in a calendar month, salary in respect of that month will be the
proportion of a normal month’s installment which the days of
employment in that month bear to the total days in the
month.

5.5    The Company may withhold from amounts
payable under this Agreement all applicable taxes that are required to
be withheld by applicable laws or
regulations.

			
		6. 	PENSION AND INSURANCE
BENEFITS


6.1    During her employment hereunder, the
Executive shall continue to be a member of the pension scheme
established by the Board (the ‘‘Scheme’’).
The Executive’s membership in the Scheme shall be subject to the
provisions thereof as may be amended from time to
time.

6.2    During her employment hereunder, the
Executive shall be entitled to participate in all employee benefit and
perquisite plans and programs made available to the Company’s
senior level executives or to its employees generally, as such plans or
programs may be in effect from time to
time.

6.3    During her employment hereunder, the
Company shall provide the Executive with medical insurance, permanent
health insurance, personal accident insurance and life insurance
(subject to the relevant insurers’ terms and conditions). The
Board shall have the right to change the arrangements for the provision
of such benefits as it sees fit or, if in the reasonable opinion of the
Board, the Company is unable to secure any such insurance under the
rules of any applicable scheme or otherwise at reasonable rates to
cease to provide any or all of the
insurances.

			
		7. 	EXPENSES


The
Company shall reimburse to the Executive all traveling, hotel,
entertainment and other expenses properly and reasonably incurred by
her in the performance of her duties hereunder and properly claimed and
vouched for in accordance with the Company’s expense reporting
procedure in force from time to
time.

			
		8. 	HOLIDAYS AND HOLIDAY
PAY


8.1    In addition to public holidays in
England, during her employment hereunder, the Executive shall be
entitled to 30 working days’ paid holiday per holiday year and,
if applicable, such additional days as are set out in the
Company’s standard terms and conditions of employment from time
to time, during each holiday year to be taken at such time or times as
are convenient to the Company. Except as otherwise provided in the
Company’s holiday policy, the Executive may not carry forward
any unused part of her holiday entitlement to a subsequent holiday year
and the Executive shall not be entitled to any salary in lieu of
untaken holiday.

8.2    For the holiday year during
which the Executive’s employment hereunder commences or
terminates she shall be entitled to such proportion of her annual
holiday entitlement as the period 

5










of her employment in each such holiday year
bears to one holiday year as set out in the Company’s holiday
policy. Upon termination of this employment for whatever reason, she
shall, if appropriate, be entitled to salary in lieu of any outstanding
holiday entitlement.

			
		9. 	DISABILITY OR
DEATH


9.1    The Company reserves the right at any
time to require the Executive (at the expense of the Company) to be
examined by a medical adviser nominated by the Company and the
Executive consents to the medical adviser disclosing the results of the
examination to the Company and shall provide the Company with such
formal consents as may be necessary for this
purpose.

9.2    If the Executive shall be prevented
by illness, accident or other incapacity from properly performing her
duties hereunder she shall report this fact forthwith to the Company
Secretary’s office and if she is so prevented for seven or more
consecutive days she shall if required by the Company provide an
appropriate doctor’s certificate.

9.3    If
the Executive shall be absent from her duties hereunder owing to
illness, accident or other incapacity duly certified in accordance with
the provisions of clause 9.2 she shall be paid her full remuneration
for any period of absence of up to a maximum of 26 weeks in aggregate
in any period of 52 consecutive weeks and thereafter, subject to the
provisions of clause 15, to such remuneration (if any) as the Board
shall in its absolute discretion allow.

9.4    If
the Executive shall be, on the basis of a medical report supplied to
the Company following her having undergone a medical examination
pursuant to clause 9.1, in the opinion of the Board unfit ever to
return to her duties (but in such circumstances and prior to any action
being taken under this clause, the Executive shall have the right to
have a second medical report from a duly qualified doctor or medical
adviser selected by the Executive and approved by the Board, which
approval shall not be unreasonably withheld) the Company shall be
entitled to place the Executive on permanent sick leave without pay or
benefits (other than permanent health insurance benefits) with effect
from any time on or after the commencement of payments under the
permanent health insurance arrangements referred to in clause
6.3.

9.5    In the event that the Executive’s
employment is terminated due to her death, her estate or her
beneficiaries, as the case may be, shall be entitled to: (a) salary at
her Salary Rate through the end of the month in which in which her
death occurs, (b) the annual incentive award, if any, that the
Executive would have been entitled to pursuant to Clause 5.2 for the
year in which the Executive’s death occurs, multiplied by a
fraction, the numerator of which is the number of days that the
Executive was employed during the applicable year and the denominator
of which is 365, and (c) the unpaid balance of all previously earned
cash bonus and other incentive awards with respect to performance
periods which have been completed, all of which amounts shall be
payable in a lump sum in cash within 30 days after her death, except
that the pro-rated incentive award shall be payable when such award
would have otherwise been payable had the Executive’s employment
not terminated.

			
		10. 	CONFIDENTIAL
INFORMATION


The Executive shall not during her
employment hereunder or at any time after her termination for any
reason whatsoever (except (i) for the benefit of the Company or any
other Group Company in the course of her employment or membership on
the Board or the Board of Holdings (ii) if compelled by a court or
administrative order in which case the Executive may do so only to the
extent legally required and only if she has promptly notified the
Company of such order and cooperated fully with the Company to protect
such information) disclose to any person whatsoever or otherwise make
use of (and she shall at all times exercise all due care and diligence
to prevent the unauthorised disclosure or use of) any confidential or
secret information which she has or may have acquired in the course of
her employment relating to the Company or any other Group Company or
any customers or clients of the Company or any other Group Company,
including without limiting the generality of the foregoing confidential
or secret information relating to the past, current or future business,
finances, activities and operations of the Company or any other Group
Company and/or any third 

6










party to the extent that such information was
obtained by the Company or any other Group Company pursuant to a
confidentiality agreement, but excluding information that is generally
known to, or recognized as standard practice in, the industry in which
the Company is engaged unless such information is known or recognized
as a result of the Executive’s breach of this covenant (referred
to herein as ‘‘Confidential
Information’’).

			
		11. 	COPYRIGHT
AND DESIGNS


11.1    The Executive hereby assigns to
the Company all present and future copyright, design rights and other
proprietary rights if any for the full term thereof throughout the
world in respect of all works originated by her at any time during the
period of her employment by the Company or any other Group Company
whether during the course of her normal duties or other duties
specifically assigned to her (whether or not during normal working
hours) either alone or in conjunction with any other person and in
which copyright or design rights may subsist except only those designs
or other works written, originated, conceived or made by her wholly
unconnected with her service hereunder.

11.2    The
Executive agrees and undertakes that she will execute such deeds or
documents and do all such acts and things as may be necessary or
desirable to substantiate the rights of the Company in respect of the
matters referred to in this Clause. To secure her obligation under this
Agreement the Executive irrevocably appoints the Company to be her
attorney in her name and on her behalf to execute such deeds or
documents and do all such acts and things as may be necessary or
desirable to substantiate the rights of the Company in respect of the
matters referred to in this Clause.

11.3    The
Executive hereby irrevocably waives all moral rights that she had or
may have in any of the works referred to in Clause 11.1, subject to the
exception therein.

			
		12. 	GRATUITIES AND
CODES OF CONDUCT


12.1    The Executive shall comply
with all codes of conduct from time to time adopted by the Board or the
Board of Holdings.

12.2    The Executive shall not,
except in accordance with any code of conduct adopted by the Board and
the Board of Holdings or with the prior written consent of the Board or
the Board of Holdings, directly or indirectly accept any commission,
rebate, discount, gratuity or gift, in cash or in kind from any person
who has or is likely to have a business relationship with the Company
or any other Group Company and shall notify the Company upon acceptance
by the Executive of any commission, rebate, discount, gratuity or gift
in accordance with any such code of conduct from time to
time.

			
		13. 	RESTRICTIVE
COVENANTS


13.1    For the purpose of this
Clause:

‘‘the
Business’’ means the business of the Group or any
Group Company at the date of termination of the Executive’s
employment with which the Executive has been concerned to a material
extent at any time in the Relevant Period;

references to
the ‘‘Group’’ and
‘‘Group Companies’’ shall
only be reference to the Group and Group Companies in respect of which
the Executive has carried out material duties in the Relevant Period
;

‘‘Relevant
Period’’ shall mean the period of 24 months
immediately preceding the date of termination of the Executive’s
employment or, in the event that the Company exercises all or any of
its rights under Clause 17.4, the period of 24 months immediately
preceding the date on which it exercises such
rights;

‘‘Restricted
Person’’ shall mean any person who or which has
at any time during the Relevant Period done business with the Company
or any other Group Company as customer or client or consultant and whom
or which the Executive shall have had personal dealings with, contact
with or responsibility for (each, in a business or commercial capacity)
during the Relevant Period;

7









‘‘Key
Employee’’ shall mean any person who at the date
of termination of the Executive’s employment is employed or
engaged by the Company or any other Group Company with whom the
Executive has had material contact during the Relevant Period and (a)
is employed or engaged in the capacity of Manager, Underwriter or
otherwise in a senior capacity or in any other capacity as may be
agreed in writing between the Executive Committee and the Executive
from time to time and/or (b) is in the possession of Confidential
Information and/or (c) is directly managed by or reports to the
Executive.

13.2    The Executive covenants with the
Company that she will not in connection with the carrying on of any
business in competition with the Business during her employment and, in
the event of resignation by the Executive with Good Reason or dismissal
of the Executive by the Company (whether with or without Cause) for the
period of 12 months after the termination of her employment without the
prior written consent of the Board of Holdings either alone or jointly
with or on behalf of any person directly or
indirectly:

13.2.1    canvass, solicit or approach
or cause to be canvassed or solicited or approached for orders in
respect of any services provided and/or any products sold by the
Company or any other Group Company any Restricted
Person;

13.2.2    solicit or entice away or
endeavour to solicit or entice away from the Company or any other Group
Company any Key Employee.

13.3    The Executive
further covenants that in the event of resignation by the Executive
with Good Reason or dismissal of the Executive by the Company without
Cause under the provisions of Clause 16.1(ii), she will not in
connection with the carrying on of any business in competition with the
Business for the further period of 12 months following the first
anniversary of the date of termination of the Executive’s
employment, without the prior written consent of the Board of Holdings,
either alone or jointly with or on behalf of any person directly or
indirectly (a) canvass, solicit or approach or cause to be canvassed or
solicited or approached for orders in respect of any services provided
and/or any products sold by the Company or any other Group Company any
Restricted Person; or (b) solicit or entice away or endeavour to
solicit or entice away from the Company or any other Group Company any
Key Employee.

13.4    The Executive further
covenants with the Company that, in the event of resignation by the
Executive with Good Reason she will not, for the period of 12 months
after the termination of her employment, be employed, engaged,
interested in or concerned with any business or undertaking which is
engaged in or carries on business in the United Kingdom, Bermuda or the
USA which is or is about to be in competition with the Business.
However, in the event that the Executive's employment is
terminated (or notice of termination has been served) by the Executive
or the Company prior to 1st June  2007, the
restrictions contained in this Clause 13.4 will be limited to the
Executive covenanting with the Company that she will not, for the
period of 12 months after the termination of her employment, be
employed, engaged, interested in or concerned with any business or
undertaking which is engaged, interested in or concerned with any
business or undertaking which is headquartered in Bermuda and is itself
engaged, interested in or concerned with property or casualty insurance
or reinsurance, whose shares are listed on the New York Stock Exchange
or NASDAQ.

13.5    The covenants contained in
Clauses 13.2.1, 13.2.2 ,13.3 and 13.4 are intended to be separate and
severable and enforceable as such. It is expressly understood and
agreed that although the Executive and the Company consider the
restrictions contained in this Clause 13 to be reasonable, if a final
judicial determination is made by a court of competent jurisdiction
that the time or territory or any other restriction contained in this
Agreement is an unenforceable restriction against the Executive, the
provisions of this Agreement shall not be rendered void but shall be
deemed amended to apply as to such maximum time and territory and to
such maximum extent as such court may judicially determine to be
enforceable. Alternatively, if any court of competent jurisdiction
finds that any 

8










restriction contained in this Agreement is
unenforceable, and such restriction cannot be amended so as to make it
enforceable, such finding shall not affect the enforceability of any of
the other restrictions contained herein.

13.6    The
Executive acknowledges and agrees that the Company’s remedies at
law for a breach of any of the provisions of Clause 10, 11 or 13 would
be inadequate and the Company would suffer irreparable damages as a
result of such breach. In recognition of this fact, the Executive
agrees that, in the event of such a breach, in addition to any remedies
at law, the Company, without posting any bond, shall be entitled to
obtain equitable relief in the form of specific performance, temporary
restraining order, temporary or permanent injunction or any other
equitable remedy which may then be
available.

			
		14. 	TERMINATION BY
RECONSTRUCTION OR AMALGAMATION; CHANGE IN
CONTROL


14.1    If the employment of the Executive
hereunder shall be terminated solely by reason of the liquidation of
the Company for the purposes of amalgamation or reconstruction or as
part of any arrangement for the amalgamation of the undertaking of the
Company not involving liquidation (in each case, other than a
‘‘Change in Control’’, as defined below)
and the Executive shall be offered employment with the amalgamated or
reconstructed company on the same terms as the terms of this Agreement
(including as to the continuation of any directorship which she may
then hold in the Company or any other Group Company), the Executive
shall have no claim against the Company or Holdings in respect of the
termination of her employment by the
Company.

14.2    If the employment of the Executive
hereunder shall be terminated by the Company without Cause or by the
Executive with Good Reason within the six-month period prior to a
Change in Control or within the two-year period after a Change in
Control, in addition to the benefits provided in Clause 18.2, the
Executive shall be entitled to the following benefits: (a) other than
share options and other equity-based awards granted prior to the date
of this Agreement, which shall vest and be exercisable in accordance
with the terms of their grant agreements, all share options and other
equity-based awards shall immediately vest and remain exercisable for
the remainder of their terms; and (b) (i) if the aggregate of all
payments or benefits made or provided to the Executive under this
Agreement and under all other plans and programs of the Company exceeds
2.99 times the Executive’s ‘‘base
amount’’, as defined in Section 280(b)(3) of the Internal
Revenue Code of 1986, as amended (the
‘‘Code’’), (the ‘‘Executive
Limit Amount’’), by 10% or less of such Executive
Limit Amount, the amounts constituting ‘‘parachute
payments’’ within the meaning of Section 280G(b)(2) (the
‘‘Parachute Amount’’) which would otherwise
be payable to or for the benefit of the Executive shall be reduced to
the extent necessary so that the Parachute Amount is equal to the
Executive Limit Amount; or (ii) if the aggregate of all payments or
benefits made or provided to the Executive under this Agreement and
under all other plans and programs of the Company exceeds the Executive
Limit Amount by more than 10% of such Executive Limit Amount,
the Company shall pay to the Executive, as and when due any excise tax
imposed by Section 4999 of the Code is payable with respect to such
payment, an additional amount which, after the imposition of all
income, employment, excise and other taxes thereon, is equal to the
excise tax imposed on such payment.

For purposes of this
Agreement, ‘‘Change in Control’’ shall have
the same meaning as under the Aspen Insurance Holdings 2003 Share
Incentive Plan as in effect as of the date
hereof.

			
		15. 	TERMINATION OF EMPLOYMENT
BY THE COMPANY FOR CAUSE


15.1    The Company,
without prejudice to any remedy which it may have against the Executive
for the breach or non-performance of any of the provisions of this
Agreement, may by notice in writing to the Executive forthwith
terminate her employment for ‘‘Cause’’. In
the event the Company terminates the Executive’s employment for
Cause, the Executive shall be entitled to salary at her Salary Rate
through the date of termination.

9









For purposes of this Agreement,
‘‘Cause’’ shall mean circumstances where
the Executive:

(a)    becomes bankrupt or becomes
the subject of an interim order under the Insolvency Act 1986 or makes
any arrangement or composition with her creditors;
or

(b)    is convicted of any criminal offence
(other than an offence under road traffic legislation in the United
Kingdom or elsewhere for which a penalty other than imprisonment is
imposed); or

(c)    is guilty of any serious
misconduct, any conduct tending to bring the Company Holdings, any
other Group Company or herself into disrepute, or any material breach
or non-observance of any of the provisions of this Agreement, or
conducts herself in a way which is materially prejudicial or calculated
to be materially prejudicial to the business of the Group;
or

(d)    is disqualified from being a director of
any company by reason of an order made by any competent court;
or

(e)    is guilty of any repeated breach or
non-observance of any code of conduct or fails or ceases to be
registered (where such registration is, in the reasonable opinion of
the Board or the Board of Holdings, required for the performance of her
duties) by any regulatory body in the United Kingdom or elsewhere.

			
		16. 	TERMINATION OF EMPLOYMENT BY THE
COMPANY WITHOUT CAUSE


16.1    For the period of
service of the Executive between 1st October  2006 and
31st May  2007, the Company may terminate the
employment of the Executive at any time without Cause by either (i)
giving to the Executive 60 days’ prior notice in writing; or
(ii) terminating the employment of the Executive immediately and paying
the Executive in lieu of the notice to which she would have otherwise
been entitled under (i) above (which payment in lieu shall be deemed to
be included within the payment referred to in Clause 18.2). If the
Company serves notice on or before 31st May  2007 to
terminate the Executive’s employment or makes a payment in lieu
of such notice or otherwise terminates the Executive’s
employment on or before 31st May  2007, the Executive
will be entitled to receive a severance payment from the Company of
£455,409 within 30 days of the termination of her employment.
For the avoidance of doubt, the Executive’s entitlement to a
severance payment of £455,409 under this Clause 16.1 will expire
if the Company does not serve notice on or before 31st
May  2007 or make a payment in lieu of such notice or otherwise
terminate the Executive’s employment on or before
31st May  2007.

16.2    The Company
shall not terminate, or give notice to terminate, the employment of the
Executive without Cause prior to 1st October
2006.

16.3    With effect from 1st
June  2007, the Company may terminate the employment of the
Executive at any time during the Term without Cause by either (i)
giving to the Executive 12 months’ prior notice in writing; or
(ii) terminating the employment of the Executive immediately and paying
the Executive in lieu of the notice to which she would have otherwise
been entitled under (i) above (which payment in lieu shall be deemed to
be included within the payment referred to in Clause
18.2).

			
		17. 	TERMINATION OF EMPLOYMENT
BY THE EXECUTIVE


17.1    With effect from
1st June  2007, the Executive shall have the right to
terminate her employment at any time for Good Reason by immediate
notice if, following submission of the written notice by the Executive
to the Company detailing the events alleged to constitute Good Reason
in accordance with this Clause, the Company shall have failed to cure
such events within the 30 day period following submission of such
notice. For purposes of this Agreement, ‘‘Good
Reason’’ shall mean (i) a reduction in the
Executive’s annual base salary or annual bonus opportunity, or
the failure to pay or provide the same when due, (ii) a material
diminution in the Executive’s duties, authority,
responsibilities or title, or the assignment to the Executive of duties
or responsibilities which are materially inconsistent with her
positions (whether in relation to the Executive’s appointments
with the Company or Holdings), (iii) the failure to elect or reelect
the Executive to any of the positions described in Clause 3 or the
removal of her from any such position, (iv) an adverse change in the


10










Executive’s reporting relationship,
or (v) the Company’s requiring the Executive to be based at any
office or location more than fifty (50) miles from the
Executive’s office as of the date hereof; provided,
however, that no such event(s) shall constitute
‘‘Good Reason’’ unless the Company (or
Holdings, where appropriate) shall have failed to cure such event(s)
within 30 days after receipt by the Company from the Executive of
written notice describing in detail such event(s). For the avoidance of
doubt, the provisions of this Clause 17.1 are not applicable prior to
1st June  2007.

17.2    With effect
from 1st June  2007, the Executive shall have the
right to terminate her employment at any time without Good Reason upon
giving 12 months' prior written notice to the
Company.

17.3    In the period between
1st June  2006 and 31st May  2007,
the Executive shall have the right to terminate her employment at any
time upon giving 60 days' prior written notice to the Company. If
the Executive serves notice on or before 31st May
2007 to terminate her employment in accordance with this Clause, the
Executive will be entitled to receive a severance payment from the
Company of £455,409 within 30 days of the termination of her
employment. For the avoidance of doubt, the Executive's
entitlement to a severance payment of £455,409 under this Clause
17.3 will expire if the Executive does not serve notice on or before
31st May  2007 to terminate her
employment.

17.4    If the Executive gives notice to
terminate her employment under Clause 17.2 or if the Executive seeks to
terminate her employment without the notice required by Clause 17.2 or
the Company gives notice to terminate the Executive’s employment
under Clause 16.1(i) or 16.3(i), then provided the Company continues to
provide the Executive with the salary and contractual benefits in
accordance with this Agreement, the Company has, at its discretion, the
right for the period (the ‘‘Garden Leave
Period’’) then outstanding until the date of the
termination of the Executive's
employment:

(a)    to exclude the Executive from any
premises of the Company or any Group Company and require the Executive
not to attend at any premises of the Company or any Group Company;
and/or

(b)    to require the Executive to carry out
no duties; and/or

(c)    to require the Executive
not to communicate or deal with any employees, agents, consultants,
clients or other representatives of the Company or any other Group
Company; and/or

(d)    to require the Executive to
resign with immediate effect from any offices she holds with the
Company or any other Group Company (and any related trusteeships);
and/or

(e)    to require the Executive to take any
holiday which has accrued under clause 8 during the Garden Leave
Period.

The Executive shall continue to be bound by the
duties set out in Clause 4 (insofar as they are compatible with being
placed on garden leave), the restrictions set out in Clause 13.2 and
all duties of good faith and fidelity during the Garden Leave
Period.

			
		18. 	OBLIGATIONS UPON
TERMINATION OF EMPLOYMENT; CERTAIN OTHER
TERMINATIONS


18.1    Upon the termination of her
employment hereunder for whatever reason the Executive
shall:

(a)    forthwith tender her resignation as a
Director of the Company and of any other Group Company without
compensation, but without prejudice to any other rights which she may
have under this Agreement. To secure her obligation under this
Agreement the Executive irrevocably appoints the Company to be her
attorney in her name and on her behalf to sign any documents and do any
things necessary to give effect thereto, if the Executive shall fail to
sign or do the same herself.

(b)    deliver up to
the Company all vehicles, keys, credit cards, correspondence,
documents, specifications, reports, papers and records (including any
computer materials such as discs or 

11










tapes) and all copies thereof and any other
property (whether or not similar to the foregoing or any of them)
belonging to the Company or any other Group Company which may be in her
possession or under her control, and (unless prevented by the owner
thereof) any such property belonging to others which may be in her
possession or under her control and which relates in any way to the
business or affairs of the Company or any other Group Company or any
supplier, agent, distributor or customer of the Company or any other
Group Company, and she shall not without written consent of the Board
or the Board of Holdings retain any copies
thereof;

(c)    if so requested send to the Company
Secretary a signed statement confirming that she has complied with
Clause 18.1(b); and

(d)    not at any time make any
untrue or misleading oral or written statement concerning the business
and affairs of the Company or any other Group Company or represent
herself or permit herself to be held out as being in any way connected
with or interested in the business of the Company or any other Group
Company (except as a former employee for the purpose of communicating
with prospective employers or complying with any applicable statutory
requirements).

18.2    In the event of a termination
of Executive’s employment hereunder by the Executive with Good
Reason (in accordance with Clause 17.1 above) or by the Company without
Cause (other than by reason of death), the Executive shall be entitled
to (a) salary at her Salary Rate through the date in which her
termination occurs; (b) the lesser of (x) the target annual incentive
award for the year in which the Executive’s termination occurs,
and (y) the average of the annual incentive awards received by the
Executive in the prior three years (or, if less the number of prior
years in which the Executive was employed by the Company), multiplied
by a fraction, the numerator of which is the number of days that the
Executive was employed during the applicable year and the denominator
of which is 365; (c) subject to Clauses 18.3 and 18.4 below, the sum of
2 times (x) the Executive’s highest Salary Rate during the term
of this Agreement and (y) the average bonus under the Company’s
annual incentive plan actually earned by the Executive during the three
years (or number of complete years employed by the Company, if fewer)
immediately prior to the year of termination (the sum of 2 times (x)
and (y) hereafter referred to as the ‘‘Severance
Payment’’), and (d) the unpaid balance of all previously
earned cash bonus and other incentive awards with respect to
performance periods which have been completed, but which have not yet
been paid, all of which amounts shall be payable in a lump sum in cash
within 30 days after her termination. In the event that the Company
terminates the Executive’s employment without Cause under the
provisions of Section 16.1(ii) or 16.3(ii) the parties acknowledge that
the Severance Payment will be inclusive of the Executive’s right
to be paid in lieu of the 60 days’ or 12 months’ notice
period (as appropriate).

18.3    In the event that
the Executive’s entitlement to a Severance Payment arises as a
result of the Executive’s employment being terminated by the
Executive with Good Reason (in accordance with Clause 17.1 above) or by
the Company terminating the Executive’s employment without Cause
under the provisions of Clause 16.3(ii), 50% of the Severance
Payment shall be paid to the Executive within 14 days of the execution
by the Executive of a valid release in accordance with Clause 20. The
remaining 50% of the Severance Payment will be paid in four
equal installments during the 12 months following the first anniversary
of the termination of the Executive’s employment (with the first
quarterly payment being paid on or as soon as reasonably practicable
after the date which is three months after the first anniversary of the
date of termination and each subsequent quarterly payment being paid on
the date which is three months after the last quarterly payment) in
specific consideration for the agreement by the Executive to be bound
by the further covenants set out in Clause 13.3 to apply during that
period. In the event that the Executive breaches any part of Clause
13.3 at any time during that 12 months period or the Executive
successfully challenges in a court of competent jurisdiction the
enforceability of all or any part of the covenants set out in Clause
13.3, the Company shall not be obliged to make any further quarterly
payments to the Executive whatsoever (and in addition shall not be
prevented from taking any other action to enforce the covenants set out
in Clause 13.3 whatsoever in the event of breach by the
Executive).

12









18.4    In the event that
the Executive’s employment is terminated by the Company without
Cause under the provisions of Clause 16.3(i) and the Company exercises
all or any of its rights under Clause 17.4 during the 12 months’
notice period, the Severance Payment shall be reduced by a sum equal to
the total salary and bonus payments received by the Executive during
the Garden Leave Period and the total Severance Payment (reduced in
accordance with this Clause) will be paid in four equal installments
during the 12 months following the termination of the
Executive’s employment (with the first quarterly payment being
paid on or as soon as reasonably practicable after the date which is
three months after the termination of the Executive’s employment
and each subsequent quarterly payment being made on the date which is
three months after the last quarterly payment) provided that if during
that 12 months period the Executive breaches any of the provisions of
Clause 13.2 or the Executive successfully challenges in a court of
competent jurisdiction the enforceability of all or any part of the
covenants set out in Clause 13.2, the Company shall not be obliged to
make any further quarterly payments to the Executive whatsoever (and in
addition shall not be prevented from taking any other action to enforce
the covenants set out in Clause 13.2 whatsoever in the event of breach
by the Executive).

18.5    Notwithstanding any other
provision contained in this Agreement, in the event that the Executive
breaches any material provision of the Shareholder Agreement between
Executive and the Company, if such breach has a material adverse effect
on the Group and, if capable of remedy, is not remedied by the
Executive within 21 days of the Executive’s receipt of a notice
from the Company requiring remedy to be made, the Company shall have
the right to terminate the employment of the Executive; provided
that, notwithstanding any other provision of this Agreement, upon
such a termination, the Executive shall be entitled to receive only
salary at the Salary Rate through the date of termination. For the
purposes of Clause 13 such termination shall be deemed to be a
termination for Cause.

18.6    Upon any termination
of employment, the Executive shall be entitled to (a) any expense
reimbursement due to her and (b) other benefits (if any) in accordance
with the applicable plans and programs of the
Company.

18.7    In the event of any termination of
employment under this Agreement, the Executive shall be under no
obligation to seek other employment and there shall be no offset
against amounts due the Executive under this Agreement on account of
any remuneration attributable to any subsequent employment that she may
obtain.

			
		19. 	EFFECT OF TERMINATION OF
THIS AGREEMENT


19.1    The expiry or termination of
this Agreement however arising shall not operate to affect any of the
provisions hereof which are expressed to operate or have effect
thereafter and shall not prejudice the exercise of any right or remedy
of either party accrued
beforehand.

			
		20. 	GENERAL
RELEASE


Notwithstanding any provision herein to the
contrary, prior to payment of any amount pursuant to Clauses 14.2,
16.1, 17.3 and 18.2, the Executive shall execute a valid general
release, in the form attached hereto (except to the extent a change in
law requires a modification to such release), pursuant to which the
Executive shall release the Group and its shareholders, directors,
officers, employees and agents, to the maximum extent permitted by law,
from any and all claims the Executive may have against the Group that
relate to or arise out of the Executive’s employment or
termination of employment, except such claims arising under this
Agreement.

			
		21. 	OTHER TERMS AND
CONDITIONS


21.1    The Company shall maintain a
directors’ and officers’ liability insurance policy
covering the Executive which is no less favorable than the policy
covering other senior executive officers of the Company. In addition,
the Company expressly acknowledges that the Executive is in the class
of individuals entitled to be an ‘‘Indemnified
Person’’ (as such term is defined in the Amended and
Restated Bye-Laws of Aspen Insurance Holdings Limited (the
‘‘Bye-Laws’’)). As such, the Executive


13










shall be entitled to the greatest of any and
all protections regarding indemnity, insurance and advancement and
reimbursement of expenses provided under the Bye-Laws as in existence
on the date hereof, the directors’ and officers’ policy
described above, or such greater protection as may be provided under
applicable law; provided, however, that if the Bye-Laws
are amended after the date hereof, and, as amended, they provide
greater benefits than the existing Bye-Laws, the Executive shall be
entitled to such greater benefits.

21.2    The
following particulars are given in compliance with the requirements of
section 1 of the Employment Rights Act
1996:

(a)    The Executive’s period of
continuous employment by WUSL which began on 27 September  1993
shall be recognised by the Company.

(b)    The
Executive’s hours of work shall be the normal hours of work of
the Company which are from 9.00 am to 5.00 pm together with such
additional hours as may be necessary without additional remuneration
for the proper discharge of her duties hereunder to the satisfaction of
the Board.

(c)    If the Executive is dissatisfied
with any disciplinary decision or if she has any grievance relating to
her employment hereunder she should refer such disciplinary decision or
grievance to the Board of Holdings and the reference will be dealt with
by discussion at and decision of a duly convened meeting of the Board
of Holdings.

(d)    A contracting-out certificate is
not currently in force in respect of the Executive’s employment
hereunder.

(e)    Save as otherwise herein provided
there are no terms or conditions of employment relating to hours of
work or to normal working hours or to entitlement to holiday (including
public holidays) or holiday pay or to incapacity for work due to
sickness or injury or to pensions or pension schemes or to requirements
to work abroad and no collective agreement has any effect upon the
Executive’s employment
hereunder.

			
		22. 	NOTICES


Any
notice to be given hereunder shall be in writing. Notice to the
Executive shall be sufficiently served by being delivered personally to
her or be being sent by first class post addressed to her at her usual
or last known place of residence. Notice to the Company shall be
sufficiently served by being delivered to the Company Secretary or by
being sent by first class post to the registered office of the Company.
Any notice if so posted shall be deemed served upon the third day
following that on which it was
posted.

			
		23. 	PREVIOUS AND OTHER
AGREEMENTS


This Agreement shall take effect in
substitution for all previous agreements and arrangements (whether
written, oral or implied) between the Company and the Executive
(including, without limitation, the Original Agreement) relating to her
employment which shall be deemed to have been terminated by mutual
consent with effect from the commencement of the
Agreement.

			
		24. 	ASSIGNMENT


This
Agreement, and all of the Executive’s rights and duties
hereunder, shall not be assignable or delegable by the Executive. Any
purported assignment or delegation by the Executive in violation of the
foregoing shall be null and void ab initio and of no force and
effect. This Agreement may be assigned by the Company to a person or
entity that is the successor in interest to substantially all of the
business operations of the Company. Upon such assignment, the rights
and obligations of the Company hereunder shall become the rights and
obligations of such successor person or entity. Failure by such
successor of the Company to expressly assume this Agreement shall
constitute an event of ‘‘Good Reason’’,
entitling Executive to the Benefits set forth in Clause 14 or 18, as
applicable.

14









			
		25. 	SEVERABILITY


In
the event that any one or more of the provisions of this Agreement
shall be or become invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions
of this Agreement shall not be affected
thereby.

			
		26. 	SUCCESSORS/BINDING
AGREEMENT


This Agreement shall inure to the benefit of
and be binding upon personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees
of the parties
hereto.

			
		27. 	COOPERATION


During
employment by the Company and thereafter, the Executive shall provide
her reasonable cooperation in connection with any action or proceeding
(or any appeal from any action or proceeding) that relates to events
occurring during the Executive’s employment; provided, however,
that after the Executive’s employment by the Company has ended,
(i) any request for such cooperation shall accommodate the demands of
the Executive’s then existing schedule and (ii) if any such
request will involve more than a de minimis amount of the
Executive’s time, the Executive shall be entitled to reasonable
compensation therefor.

			
		28. 	GOVERNING
LAW


English law shall apply to this
Agreement.

			
		29. 	COUNTERPARTS


This
Agreement 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 this Agreement
has been duly executed and delivered as a deed the day and year first
before
written.





							
	SIGNED
as a Deed		 		) 
	and
DELIVERED
by		)                /s/
Sarah Ann Davies
	SARAH ANN		)
	DAVIES		)
	in the
presence of:		)
	






		
	Witness
Signature: 	/s/ Ian Campbell


Witness
Name:

Witness Address:

Witness
Occupation:





											
	 		ASPEN
INSURANCE UK SERVICES
LIMITED
	 		By:		   
/s/ Christopher
O’Kane                                    
	 		Name:   Christopher
O’Kane
	 		Title:   Director
	










											
	 		ASPEN
INSURANCE HOLDINGS
LIMITED
	 		By:		   
/s/ Christopher
O’Kane                                    
	 		Name:   Christopher
O’Kane
	 		Title:   Director
	






15









ANNEX — FORM OF RELEASE TO BE
ENTERED INTO PURSUANT TO CLAUSE 20

DATED
                                                                    


ASPEN INSURANCE UK SERVICES LIMITED (1)

ASPEN
INSURANCE HOLDINGS LIMITED
(2)

and

SARAH ANN DAVIES
(3)

	
				
	


COMPROMISE
AGREEMENT

	
				
	


LeBoeuf,
Lamb, Greene & MacRae
1 Minster Court
Mincing
Lane
London EC3R 7YL

Tel: +44 (0)20 7459 5000
Fax: +44
(0)20 7459
5099

www.llgm.com


16










THIS AGREEMENT is made as
of the              day of
                                    
20[
]

BETWEEN:

		
	(1) 	ASPEN
INSURANCE UK SERVICES LIMITED, (Registered in England No. 1184193),
100 Leadenhall Street, London EC3A 3DD, England (formerly known as
Wellington Re Services Limited) (the
‘‘Company’’);


		
	(2) 	ASPEN
INSURANCE HOLDINGS LIMITED incorporated in the Islands of Bermuda
whose registered office is at Cedar Avenue, Hamilton, Bermuda
(‘‘Holdings’’);
and


		
	(3) 	SARAH ANN DAVIES
of Hollybush Cottages, Bendish, Whitwell, Hertfordshire SG4 8JB
(hereinafter referred to as the
‘‘Executive’’).



IT
IS AGREED AS
FOLLOWS:

		
	1. 	INTERPRETATION


1.    In
this Agreement:

2.    ‘‘Group
Company’’ shall mean any holding company of the
Company from time to time and any subsidiary of the Company or of any
such holding company from time to time. The terms
‘‘holding company’’ and
‘‘subsidiary’’ shall have
the meanings ascribed to them by Section 736 of the Companies Act 1985,
as amended; and

3.    ‘‘Service
Agreement’’ shall mean the service agreement
entered into between the Executive, Holdings and the Company dated
[], as subsequently
amended.

		
	2. 	TERMINATION
DATE


The Executive’s employment with the Company
[will end][ended] on [date] (the
‘‘Termination
Date’’).

		
	3. 	PAYMENT
OF SALARY ETC


The Company will continue to provide the
Executive with her salary and all other contractual benefits up to the
Termination Date in the normal way. Within 14 days of the Termination
Date the Company will also pay the Executive in respect of her accrued
but untaken holiday (less such deductions for income tax and national
insurance as are required by
law).

		
	4. 	TERMINATION
SUMS


[Either:]

[Subject to
the Executive agreeing to all of the conditions set out below, and
receipt by the Company of a copy of this Agreement signed by the
Executive and the attached certificate signed by the Executive’s
legal adviser, the Company will pay the Executive the sum of
£455,409 as compensation for the termination of the
Executive’s employment in accordance with Clause
[16.1] [17.3] of the Service
Agreement.]1


[OR]

[Subject to the
Executive agreeing to all of the conditions set out below, and receipt
by the Company of a copy of this Agreement signed by the Executive and
the attached certificate signed by the Executive’s legal
adviser, the Company will pay the Executive the following
sums:

			
		(i) 	£[appropriate
figure to be inserted] in respect of the Executive’s
entitlement to an annual incentive award for the year in which the
termination of the Executive’s employment with the Company
occurs, as calculated in accordance with Clause 18.2 (b) of the Service
Agreement;


			
		(ii) 	the sum of
£[appropriate figure to be inserted] in respect
of the Executive’s entitlement to a 


	


		
	1	Insert
if notice given by the Company or the Executive on or before
31st May  2006, in which case she is entitled to
receive a severance sum of £455,409 in accordance with clause
16.1 or 17.3.


17









			
		 	
Severance Payment, as calculated and defined
in accordance with Clauses 18.2(c) and 18.4 of the Service Agreement.
50% of the Severance Payment will be paid within 14 days of the
Termination Date. The remaining 50% of the Severance Payment
will be paid in four equal instalments strictly in accordance with and
subject to the terms of Clause [18.3] [18.4]
[delete as appropriate] of the Service
Agreement;


			
		(iii) 	the sum of
£[appropriate figure to be inserted] in respect
of the Executive’s entitlement to the unpaid balance of all
previously earned cash bonus and other incentive awards with respect to
performance periods which have been completed as at the Termination
Date but not yet paid, as calculated in accordance with Clause 18.2(d)
of the Service Agreement;
and


			
		(iv) 	[the sum of
£[appropriate figure to be inserted] in respect
of the Executive’s entitlement to payment under Clause 14.2(b)
of the Service Agreement, such sum to be paid as and when any such
excise tax as referred to in that Clause 14.2(b) is
payable]2]


The sums set out [in (i) to [(iv)]]
above will be subject to such deductions for income tax and national
insurance as are required by law. [Save as set out in (iii) and
(iv) above,] the above sums will be paid to the Executive within
[14] days of the date of signature by her of this Agreement
and signature by her legal adviser of the attached certificate. Payment
will be made by transfer to the Executive’s bank account.

		
	5. 	SHARE OPTIONS


The Company
hereby restates its commitment to the Executive as set out in its
letter to the Executive dated [insert date] regarding
the extent to which share options held by the Executive as at the
Termination Date shall be exercisable following the Termination
Date.

		
	6. 	WAIVER OF
CLAIMS


			
		6.1 	The Executive represents
and warrants that:


			
		(a) 	she has
instructed the Adviser who is referred to in Clause 8 below to advise
whether she has or may have any Statutory Claims (as defined in Clause
6.5) against the Company, any Group Company, or any of its or their
officers, employees or shareholders, arising out of or in connection
with her employment by the Company and its termination;
and


			
		(b) 	to the best of her knowledge
and belief she has provided the Adviser with whatever information is in
her possession to enable the Adviser to advise whether she has or may
have any such Statutory Claims;
and


			
		(c) 	she, having had legal advice
from the Adviser, may have, in addition or alternative to a Statutory
Claim, a claim for breach of contract, wrongful dismissal, unlawful
deductions from wages, unfair dismissal and sex discrimination against
the Company, any Group Company, or its or their officers, employees or
shareholders in connection with her employment with the Company or the
termination thereof (the Alleged Claims);
and


			
		(d) 	she, having had legal advice
from the Adviser, has no Statutory Claims other than those referred to
in this Clause 6.1(c) against the Company, any Group Company, or its or
their officers, employees or shareholders, arising out of or in
connection with her employment with the Company and its
termination.


			
		6.2 	The Alleged Claims
are hereby unconditionally and irrevocably waived by the Executive and
will not be repeated, referred to or pursued either by the Executive or
by anyone else on her behalf.


			
		6.3 	The
Executive accepts the payments to be given to her under Clause 4 of
this Agreement in full and final settlement of:


	


		
	2	Delete
if no qualifying termination in connection with a Change of Control
under Clause 14.2 of the Service Agreement


18









			
		(a) 	the
Alleged Claims; and


			
		(b) 	all other
claims and rights of action (whether under common law or otherwise) in
any jurisdiction in the world, howsoever arising, (including but not
limited to contractual claims, breach of contract and tort) which the
Executive (or anyone on her behalf) has or may have against the
Company, any Group Company, or its or their officers, employees or
shareholders, arising from or connected with the Executive's
employment by the Company or its termination and any other matter
concerning the Company or any Group Company whether such claims are
known or unknown to the Parties and whether or not they are or could be
in the contemplation of the Parties at the signature of this agreement,
including claims which as a matter of law do not at the date of this
agreement exist and whose existence cannot currently be
foreseen;


with the exception that Clauses 6.1 and
6.3 shall not apply to:

			
		(i) 	any
pension rights or pension benefits or unpaid pension contributions
which have accrued to the Executive up to the Termination Date;
and


			
		(ii) 	any personal injury claims
relating to the Executive but not for any claims of compensation or
damages for personal injury which may be brought pursuant to
discrimination legislation;
and


			
		(iii) 	any rights, claims or
benefits relating to those share options granted to the Executive on
20th August  2003 (the ‘‘Founder
Options’’);
and


			
		(iv) 	any claim to enforce the
terms of this Agreement.


			
		6.4 	The
Executive warrants that she is not aware of any personal injury claim
whatsoever (or any circumstances which may give rise to one) subsisting
at the date of this Agreement.


			
		6.5 	A
Statutory Claim for the purposes of this Clause 6 means any claim for
or relating to unfair dismissal, a statutory redundancy payment, equal
pay, sex, race or disability discrimination, working time, unauthorised
deduction from wages, unlawful detriment on health and safety grounds,
a protective award, minimum wage, data protection, part-time work,
flexible workings information and consultation or any other statutory
employment rights which the Executive, (or anyone on her behalf), has
or may have under the Employment Rights Act 1996, the Equal Pay Act
1970, the Sex Discrimination Act 1975, the Race Relations Act 1976, the
Disability Discrimination Act 1995, the Transfer of Undertakings
(Protection of Employment) Regulations 1981, the Working Time
Regulations 1998, the Trade Union and Labour Relations (Consolidation)
Act 1992, the Public Interest Disclosure Act 1998, the National Minimum
Wage Act 1998, the Data Protection Act 1998, the Employment Relations
Act 1999, Transnational Information and Consultation of Employees
Regulations 1999, the Part-time Workers (Prevention of Less Favourable
Treatment) Regulations 2000, the Fixed-term Employees (Prevention of
Less Favourable Treatment) Regulations 2002, the Employment Act 2002,
the Employment Equality (Sexual Orientation) Regulations 2003, the
Employment Equality (Religion or Belief) Regulations 2003, the
Employment Act 2002 (Dispute Resolution) Regulations 2004, Information
and Consultation of Employees Regulations 2004, and any Treaty,
Directive, Regulation or Recommendation of the European Union relating
to employment rights.


			
		6.6 	It is a
fundamental term of this Agreement that the payments to be given to the
Executive under Clause 4 shall at all times be conditional on the
Executive refraining from issuing or pursuing any type of employment
related proceedings in respect of the Alleged Claims, any other
Statutory Claim, any other claim referred to in Clause 6.3 or any other
contractual or common law claim (howsoever arising), (with the
exception of any claim for accrued pension rights or pension benefits
or unpaid pension contributions, or for personal injury but not any
claim for compensation or damages which may be brought pursuant to
discrimination legislation, or in respect of the Executive’s
Founder Options or to enforce the terms of this Agreement), against the
Company, any Group Company, or its or their officers, employees or
shareholders and whether in an Employment Tribunal, the High Court, a
County Court or otherwise.


19









		
	7. 	CONFIRMATION
OF NO BREACHES


The Executive confirms and warrants to the
Company that to the best of her knowledge and belief she has not at any
time during her employment committed a fundamental breach of the terms
of the Service Agreement.

		
	8. 	LEGAL
ADVICE


			
		8.1 	The Executive confirms that
she has received advice from [name of legal advisor]
of [name and address of firm], a relevant independent
adviser for the purposes of section 203 of the Employment Rights Act
1996, as to the terms and effect of this Agreement and, in particular,
its effect on her ability to pursue her rights before an employment
tribunal. The Executive will procure that her legal adviser signs the
attached legal adviser’s certificate, which forms part of this
Agreement.


			
		8.2 	The Company agrees to
contribute up to £[insert amount], (inclusive
of disbursements, but exclusive of VAT) towards the Executive's
legal expenses incurred exclusively in connection with obtaining legal
advice on the termination of her employment and the terms of this
Agreement. This sum will be paid direct to the Advisor within 28 days
of receipt by the Company of an invoice addressed to the Executive and
marked payable by the
Company.


		
	9. 	SATISFACTION OF STATUTORY
CONDITIONS


		
	(a) 	This Agreement satisfies
the conditions for regulating compromise agreements under Section 203
of the Employment Rights Act 1996, Regulation 35 of the Working Time
Regulations 1998, Section 77 of the Sex Discrimination Act 1975,
Section 72 of the Race Relations Act 1976, Section 9 of the Disability
Discrimination Act 1995, Regulation 9 of the Part-Time Workers
(Prevention of Less Favourable Treatment) Regulations 2000, Regulation
10 of the Fixed Term Employees (Prevention of Less Favourable
Treatment) Regulations 2002, Section 49 of the National Minimum Wage
Act 1998, Paragraph 2(2) of Schedule 4 to the Employment Equality
(Religion or Belief) Regulations 2003 and Paragraph 2(2) of Schedule 4
to the Employment Equality (Sexual Orientation) Regulations
2003.


		
	(b) 	The Executive is aware of her
rights under the Employment Rights Act 1996, the Working Time
Regulations 1998, the Sex Discrimination Act 1975, the Race Relations
Act 1976, the Disability Discrimination Act 1995, the Part-Time Workers
(Prevention of Less Favourable Treatment) Regulations 2000, the Fixed
Term Employees (Prevention of Less Favourable Treatment) Regulations
2002, the National Minimum Wage Act 1998, the Employment Equality
(Religion or Belief) Regulations 2003 and the Employment Equality
(Sexual Orientation) Regulations 2003 and has informed the Company of
any and all claims that she might seek to bring arising from her
employment or termination of employment. This Agreement relates to her
claims for breach of contract, unfair dismissal, sex discrimination,
race discrimination, disability discrimination, sexual orientation
discrimination, religion or belief discrimination, any claim under the
Working Time Regulations 1998, any claim under the National Minimum
Wage Act 1998, the Part-Time Workers (Prevention of Less Favourable
Treatment) Regulations 2000, the Fixed Term Employees (Prevention of
Less Favourable Treatment) Regulations 2002 or any claim for unlawful
deductions from wages under the Employment Rights Act
1996.


		
	10. 	RESIGNATION OF
DIRECTORSHIP


At the same time as executing this Agreement
the Executive will resign with immediate effect from her directorship
of the Company and from all directorships and offices (including but
not limited to her position as Director of Research and Development and
Business Change) held with other Group Companies (and all related
trusteeships) by signing and delivering the attached letters of
resignation.

		
	11. 	POST-TERMINATION
RESTRAINTS


The Executive acknowledges that the provisions
of Clause 10 (Confidentiality) and Clause 13 (Restrictive Covenants) of
the Service Agreement will (to the extent that they are applicable in
the 

20










circumstances of the termination of the
Executive’s employment with the Company) remain in full force
and effect notwithstanding the termination of her
employment.

		
	12. 	RETURN OF COMPANY
PROPERTY


Before any payment under Clause 4 above is made,
the Executive will, in accordance with Clause 18.1(b) of the Service
Agreement, deliver up to the Company all vehicles, keys, credit cards,
correspondence, documents, specifications, reports, papers and records
(including any computer materials such as discs or tapes) and all
copies thereof and any other property (whether or not similar to the
foregoing or any of them) belonging to the Company or any other Group
Company which may be in her possession or under her control, and
(unless prevented by the owner thereof) any such property belonging to
others which may be in her possession or under her control and which
relates in any way to the business or affairs of the Company or any
other Group Company or any supplier, agent, distributor or customer of
the Company or any other Group Company, and she confirms that she has
not retained any copies
thereof.

		
	13. 	CONFIDENTIALITY


Save
by reason of any legal obligation or to enforce the terms of this
Agreement, the Executive will
not:

			
		(a) 	disclose the terms of this
Agreement to anyone (other than to the Executive’s professional
advisers, HM Revenue & Customs or any other competent authority or
the Executive’s spouse);


			
		(b) 	directly or indirectly disseminate,
publish or otherwise disclose (or allow to be disseminated, published
or otherwise disclosed) by any means (whether oral, written or
otherwise) or medium (including without limitation electronic, paper,
radio or television) any information directly or indirectly relating to
the termination of the Executive’s employment;
or


			
		(c) 	make any derogatory or
disparaging comments about the Company, any Group Company or any of its
or their shareholders, directors, officers, employees or
agents.


Save by reason of any legal obligation or to
enforce the terms of this Agreement, the Company (for and on behalf of
itself and any Group Company) will
not:

			
		(d) 	disclose the terms of this
Agreement to anyone (other than to the Company’s professional
advisers, HM Revenue & Customs or any other competent
authority);


			
		(e) 	make or cause to be
made or publish or cause to be published nor authorise, facilitate or
condone and will use its reasonable endeavours to procure that its
directors, officers, employees or agents will not make or cause to be
made nor authorize, facilitate or condone any derogatory or disparaging
comments about the Executive.


		
	14. 	NO
ADMISSION OF LIABILITY


This Agreement is made without any
admission on the part of the Company or any Group Company that it has
or they have in any way breached any law or regulation or that the
Executive has any claims against the Company or any Group
Company.

		
	15. 	TAX
INDEMNITY


The Executive hereby agrees to be responsible
for the payment of any tax and employee’s national insurance
contributions imposed by any competent taxation authority in respect of
any of the payments and benefits provided under this Agreement (other
than for the avoidance of doubt, any tax and/or employee’s
national insurance contributions deducted or withheld by the Company in
paying the sums to the Executive). The Executive further agrees to
indemnify the Company and all Group Companies and keep them indemnified
on an ongoing basis against any claim or demand which is made by any
competent taxation authority against the Company or any Group Company
in respect of any liability of the Company or any Group Company to
deduct an amount of tax or an amount in respect of tax or any
employee’s national insurance contributions from the payments
made and benefits provided under this Agreement, including any related
interest or penalties 

21










imposed by any competent taxation authority
save where such interest or penalties arise out of the delay, error or
default of the Company or any Group Company or of its or their failure
to account to HM Revenue & Customs for deductions which have been
made. The Company will forthwith upon receipt by it or any Group
Company of any request for payment, assessment, demand or other
notification of liability or potential liability to tax or National
Insurance contributions interest or penalties, or it or they otherwise
becoming aware of any circumstances which may give rise to a claim
under this indemnity forward such request, assessment, demand or
notification or notify such circumstances to the Executive and shall
thereafter take only such action in relation thereto as the Executive
may require and shall co-operate so far as reasonable in any challenge
which the Executive may pursue to such request, assessment, demand,
notification or
circumstances.

		
	16. 	ENTIRE
AGREEMENT


This letter sets out the entire agreement
between the Executive, the Company and any Group Company and, save as
set out in Clauses 5 and 11 above, supersedes all prior arrangements,
proposals, representations, statements and/or understandings between
the Executive, the Company and any Group
Company.

		
	17. 	THIRD PARTY
RIGHTS


Notwithstanding the Contracts (Rights of Third
Parties) Act 1999 this Agreement may be varied by agreement between the
Executive and the
Company.

		
	18. 	APPLICABLE
LAW


This Agreement is subject to English law and the
exclusive jurisdiction of the English
courts.

	
		
	


Sarah Ann
Davies

	
		
	


dated

	
		
	


For
and on behalf of Aspen Insurance UK Services
Limited

	
		
	


dated

	
		
	


For
and on behalf of Aspen Insurance Holdings
Limited

	
		
	


dated

22









LEGAL ADVISER’S
CERTIFICATE

I, [name of solicitor] of
[address of firm] hereby confirm to Aspen Insurance UK
Services Limited that I am an independent adviser for the purposes of
section 203 of the Employment Rights Act 1996 and that I have advised
Sarah Ann Davies as to the terms and effect of this Agreement and its
effect on her ability to pursue her rights before an employment
tribunal. There was in force, when such advice was given, a policy of
insurance covering the risk of a claim by Sarah Ann Davies in respect
of loss arising in consequence of such advice, disregarding any
uninsured deductible or
excess.

	
		
	


[name of
adviser]

	
		
	


dated

23









To the board of Directors
of:-
Aspen Insurance UK Services Limited
Aspen Insurance
Holdings Limited

[date]

Dear
Sirs


Aspen Insurance UK Services Limited (the
‘‘Company’’) and Aspen Insurance Holdings
Limited (‘‘Holdings’’)


I
hereby irrevocably and unconditionally resign from the office of
Director of the Company with immediate effect, and I acknowledge and
confirm that I have no claim of whatsoever kind outstanding for
compensation or otherwise against the Company, Holdings or any of its
or their servants, officers, agents or employees in respect of the
termination of my appointments.

Yours
faithfully





							
	SIGNED
as a DEED		 		) 
	and
DELIVERED		 		) 
	by SARAH ANN
DAVIES		 		) 
	in the
presence of :		 		) 
	






Witness
signature:

Witness Name:

Witness
address:

[note: separate individual similar
letters of resignation to be produced for any other Group Companies of
which she is a director]

24