DATED
            19 May
2006                    


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











THIS AGREEMENT is made as of
the 19 day of May
2006

BETWEEN:

		
	(1) 	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’’);


		
	(2) 	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’’);
and


		
	(3) 	SARAH ANN DAVIES
of Hollybush Cottages, 1 Hollybush Lane, Bendish, Whitwell,
Hertfordshire SG4 8JB (hereinafter referred to as the
‘‘Executive’’).



IT
IS AGREED AS
FOLLOWS:

		
	1. 	INTERPRETATION


1.1    In
this
Agreement:

			
		1.2 	‘‘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


			
		1.3 	‘‘Service
Agreement’’ shall mean the service agreement
entered into between the Executive, Holdings and the Company dated 24
September  2004, as subsequently
amended.


		
	2. 	ROLE CHANGE DATE AND
HAND-OVER


			
		2.1 	Subject to the
provisions of Clause 2.2 below, the Executive’s employment as
Chief Operating Officer with the Company and Holdings will end on
31st May  2006 (the ‘‘Role Change
Date’’); immediately thereafter, and
subject to the terms hereunder, the Executive will be employed by the
Company and Holdings as Director of Research and Development and
Business Change. For the avoidance of doubt, the provisions of this
Clause 2.1 will not apply in the event that the circumstances provided
for in Clause 2.2 below occur.


			
		2.2 	In
the event that:


			
		(i) 	the Executive
gives to, or receives from the Company or Holdings, 60 days'
notice of termination of her employment;
and


			
		(ii) 	the expiry of such notice
will result in the Executive's employment with the Company and
Holdings terminating prior to or on 31st May  2006
(the ‘‘Early Termination
Date’’)


the Executive's
employment with the Company and Holdings will terminate with effect
from the Early Termination
Date.

			
		2.3 	Payment of the Compensation
Sum (as defined below) will be conditional upon the Executive entering
into a service agreement (effective 1st June  2006) in
the terms set out in Appendix B hereunder (the
‘‘Director of R&D
Agreement’’).


			
		2.4 	During
the course of the Executive’s employment, the Executive hereby
agrees to provide the Company with reasonable assistance and
co-operation in effecting a handover of the duties of Chief Operating
Officer to a replacement nominated by the Company subject to the
Company having appointed a replacement Chief Operating Officer and the
Company providing such appropriate facilities and resources as are
necessary to enable the Executive to comply with the requirements
herein.


		
	3. 	PAYMENT OF SALARY
ETC


The Company will continue to provide the Executive
with her salary and all other contractual benefits up to the Role
Change Date in the normal way. Within 14 days of the Role Change 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. 	COMPENSATION
PAYMENTS


			
		4.1 	Subject to 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
together with a copy of the Director of R&D Agreement signed by the
Executive, the Company will:


			
		(a) 	pay
the Executive the sum of £67,810 as compensation in respect of
her change of duties (the ‘‘Compensation
Sum’’); and


			
		(b) 	subject
to HM Revenue & Customs limits and the rules of the Aspen UK
Pension Plan (the ‘‘Pension Scheme’’)
within 14 days of the date of this Agreement pay the sum of
£182,190 into the Pension Scheme in order to provide additional
benefits for the Executive (the ‘‘Pension
Payment’’). If any part of the payment referred to in
this Clause 4.1(b) cannot be made into the Pension Scheme within 30
days of the date of this Agreement, the Company will increase the
Compensation Sum payable under Clause 4.1(a) by an amount equal to the
Pension Payment or that part of it that has not been made into the
Pension Scheme but subject to the deduction of such tax as the Company
is by law obliged to deduct and shall make payment of that amount to
the Executive within 14 days
thereafter.


			
		4.2 	In the event that the
Executive's employment with the Company and Holdings terminates
prior to or on the Early Termination Date (as set out in Clause 2.2
above), subject to receipt by the Company of a copy of a compromise
agreement in the form attached at Annex C to this Agreement (except to
the extent that a change in law requires modification to such
agreement) (the ‘‘Second Compromise
Agreement’’) signed by the Executive and the attached
certificate signed by the Executive’s legal adviser the Company
will pay the Executive the additional sum of £513,032 as
compensation for the termination of her employment (the
‘‘Severance
Payment’’).


			
		4.3 	The
Compensation Sum will be paid subject to the deduction of income tax
and employee National Insurance Contributions except as to the first
£30,000 of the Compensation Sum, which the Company understands
may be paid free of tax (but gives no guarantee or warranty to that
effect) in accordance with sections 401-403, Income Tax (Earnings and
Pensions) Act 2003.


			
		4.4 	The Severance
Payment will be paid subject to such deductions for income tax and
national insurance as are required by
law.


			
		4.5 	The Compensation Sum 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 and receipt by the Company of a copy (signed by the
Executive) of the Director of R&D Agreement. Payment will be made
either by transfer to the Executive’s bank account or by
transfer to another account or fund designated by the
Executive.


			
		4.6 	The Severance Payment
will be paid to the Executive within 14 days of the Early Termination
Date subject to signature by her of the Second Compromise Agreement and
signature by her legal adviser of the certificate attached to the
Second Compromise Agreement. Payment will be made either by transfer to
the Executive’s bank account or by transfer to another account
or fund designated by the
Executive.


		
	4A 	FOUNDER
OPTIONS


On the date of this Agreement the Company shall
deliver to the Executive a letter in the form set out in Appendix D
hereunder, signed for and on behalf of the
Company.









		
	5. 	WAIVER OF
CLAIMS


			
		5.1 	The Executive represents
and warrants that:


			
		(a) 	she has
instructed the Adviser who is referred to in Clause 7 below to advise
whether she has or may have any Statutory Claims (as defined in
paragraph 5.5) 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 with the Company up to the date of this
Agreement or her change in duties on the Role Change Date;
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 arising in the period prior to the date of this Agreement
or out of her change in duties on the Role Change Date (the Alleged
Claims); and


			
		(d) 	she, having had
legal advice from the Adviser, has no Statutory Claims other than those
referred to in Clause 5.1(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 up to the date of this
Agreement or her change in duties on the Role Change
Date.


			
		5.2 	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.


			
		5.3 	The
Executive accepts the payments under Clause 4 above in full and final
settlement of:


			
		(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 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
up to the date of this Agreement and her change in duties on the Role
Change Date and any other matter concerning the Company or any Group
Company arising out of her employment up to the date of this Agreement
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;


with the exception that
Clauses 5.1 and 5.3 shall not apply
to:

			
		(i) 	any pension rights or pension
benefits or unpaid pension contributions which have accrued to the
Executive up to the date of this Agreement;
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.


			
		5.4 	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.










			
		5.5 	A Statutory
Claim for the purposes of this Clause 5 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.


			
		5.6 	It is a
fundamental term of this Agreement that the payments under Clause 4
above are 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 or any other contractual or
common law claim howsoever arising in respect of the period up to the
date of this Agreement or the Executive’s change of duties on
the Role Change Date (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.


		
	6. 	CONFIRMATION OF NO
BREACHES


The Executive confirms and warrants to the
Company that o 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.

		
	7. 	LEGAL
ADVICE


			
		7.1 	The Executive confirms
that she advice from Mark Watson of Fox Williams solicitors, Ten
Dominion Street, London EC2M 2EE, 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.


			
		7.2 	The Company agrees to contribute up
to £30,000, (inclusive of disbursements, but exclusive of VAT)
towards the Executive's legal expenses incurred exclusively in
connection with obtaining legal advice on the change to her duties 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.


		
	8. 	SATISFACTION OF STATUTORY
CONDITIONS


			
		8.1 	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.


			
		8.2 	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 to the date of this Agreement or her change in duties. 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.


		
	9. 	CONFIDENTIALITY


		
	9.1 	Save
by reason of any legal obligation or to enforce the terms of this
Agreement, the Executive will not make any derogatory or disparaging
comments about the Company, any Group Company or any of its or their
shareholders, directors, officers, employees or
agents.


		
	9.2 	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 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 authorise, facilitate or condone any derogatory or
disparaging comments about the
Executive.


		
	10. 	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.

		
	11. 	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 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 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.

		
	12. 	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.

		
	13.	APPLICABLE
LAW


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


/s/ Sarah Ann
Davies                            


Sarah
Ann Davies


19 May
2006                                            


dated


/s/
Christopher
O’Kane                        


For
and on behalf of Aspen Insurance UK Services
Limited


19 May
2006                                            


dated


/s/
Christopher
O’Kane                        


For
and on behalf of Aspen Insurance Holdings
Limited


19 May
2006                                            


dated









APPENDIX A

LEGAL ADVISER’S
CERTIFICATE

I, Mark Watson of Fox Williams solicitors,
Ten Dominion Street, London EC2M 2EE 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.

	
		
	


Mark
Watson

	
		
	


dated









APPENDIX
B


[Director of R&D
Agreement]










APPENDIX C

Second Compromise
Agreement


THIS AGREEMENT is made as of
the             day of
                2006

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


			
		1.1 	In
this
Agreement:


			
		1.2 	‘‘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;


			
		1.3 	‘‘Service
Agreement’’ shall mean the service agreement
entered into between the Executive, Holdings and the Company dated 24
September  2004, as subsequently amended;


			
		1.4 	‘‘Severance
Payment’’ shall mean the sum of £513,032
payable under the terms of Clause 4.2 of the compromise agreement
between the Executive and the Company and Holdings, dated
[insert date];
and


			
		1.5 	‘‘Termination
Date’’ shall mean [insert
date].


		
	2. 	TERMINATION
DATE


			
		2.1 	The Executive’s
employment with the Company and Holdings terminated with effect from
the Termination Date.


			
		2.2 	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).


		
	3. 	WAIVER OF
CLAIMS


3.1    The Executive represents and warrants
that:

			
		(a) 	she has instructed the
Adviser who is referred to in Clause 5 below to advise whether she has
or may have any Statutory Claims (as defined in paragraph 3.5)
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 or the termination thereof;
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 Clause 5.1(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 or the termination
thereof.


			
		3.2 	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.


			
		3.3 	The
Executive accepts the Severance Payment in full and final settlement
of:


			
		(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 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 the
termination thereof 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;


with the
exception that Clauses 3.1 and 3.3 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.


			
		3.4 	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 Termination Date.


			
		3.5 	A
Statutory Claim for the purposes of this Clause 3 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.


		
	4. 	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.

		
	5. 	LEGAL
ADVICE


			
		5.1 	The Executive confirms
that she has received advice from [insert name] of
[insert 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.


		
	6. 	SATISFACTION OF STATUTORY
CONDITIONS


			
		6.1 	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.


			
		6.2 	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 in connection with her
employment with the Company or the termination thereof. 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.


		
	7. 	POST-TERMINATION
RESTRAINTS


			
		7.1 	The Executive
acknowledges that the provisions of Clause 11 (Confidentiality) and
Clause 14 (Restrictive Covenants) of the Service Agreement will
(subject always to the provisions of Clause 7.2 below and to the extent
that they are applicable in the circumstances of the termination of the
Executive’s employment with the Company) remain in full force
and effect despite the termination of her
employment.


			
		7.2 	Notwithstanding the
provisions of Clause 7.1 above, the restrictions contained in Clause
14.4 of the Service Agreement 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.


		
	8. 	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.

		
	9. 	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









SCHEDULE TO APPENDIX C

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









APPENDIX D


Side letter
re Founder Options
[2006]