EX-10.67






Exhibit 10.67




SUPPLEMENTAL CONFIRMATION




	 	 	 
	To:

	 	Aspen Insurance Holdings Limited

Maxwell Roberts Building

1 Church Street

Hamilton, HM 11

Bermuda
	 
	 	 
	From:

	 	Goldman, Sachs & Co.
	 
	 	 
	Subject:

	 	Collared Accelerated Stock Buyback
	 
	 	 
	Ref. No:

	 	Sdb 1631357398
	 
	 	 
	Date:

	 	January 5, 2010








     The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the
Transaction entered into between Goldman, Sachs & Co. (“GS&Co.”) and Aspen Insurance Holdings
Limited (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below.
This Supplemental Confirmation is a binding contract between GS&Co. and Counterparty as of the
relevant Trade Date for the Transaction referenced below.


1. This Supplemental Confirmation supplements, forms part of, and is subject to the Master
Confirmation dated as of September 28, 2007 (the “Master Confirmation”) between the Contracting
Parties, as amended and supplemented from time to time. All provisions contained in the Master
Confirmation govern this Supplemental Confirmation except as expressly modified below. Capitalized
terms used herein without definition shall have the respective meanings ascribed to them in the
Master Confirmation.



2. The terms of the Transaction to which this Supplemental Confirmation relates are as follows:




	 	 	 
	Trade Date:

	 	January 5, 2010
	 
	 	 
	Forward Price Adjustment Amount:

	 	USD [***]
	 
	 	 
	Calculation Period:

	 	The period from and including February 19, 2010 to and
including the  Date (as adjusted in
accordance with the provisions of the Master
Confirmation).
	 
	 	 
	Hedge Completion Date:

	 	As set forth in the Trade Notification, but in no event
later than [***]
	 
	 	 
	Scheduled Termination Date:

	 	[***] (or, if such date is not a Scheduled Trading Day,
the next following Scheduled Trading Day), subject to
GS&Co.’s right to accelerate the Termination Date to any
date on or after the First Acceleration Date.
	 
	 	 
	First Acceleration Date:

	 	[***] (or, if such date is not a Scheduled Trading Day,
the next following Scheduled Trading Day).
	 
	 	 
	Prepayment Amount:

	 	USD 200,000,000








 




			
	***	 	indicates material has been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission.
A complete copy of this agreement has been filed separately with the Securities and Exchange Commission.




 









 










	 	 	 
	 
	 	 
	Prepayment Date:

	 	Five (5) Exchange Business Days following the Trade Date.
	 
	 	 
	Counterparty Additional Payment Amount:

	 	USD 0
	 
	 	 
	Initial Share Delivery:

	 	GS&Co. shall deliver a number of Shares equal to the
Initial Shares to Counterparty on the Initial Share
Delivery Date in accordance with Section 9.4 of the
Equity Definitions, with the Initial Share Delivery Date
deemed to be a “Settlement Date” for purposes of such
Section 9.4.
	 
	 	 
	Initial Shares:

	 	4,875,195 Shares; provided that if, in connection with the
Transaction, GS&Co. is unable, after using reasonable
good faith efforts, to borrow or otherwise acquire a
number of Shares equal to the Initial Shares for
delivery to Counterparty on the Initial Share Delivery
Date, the Initial Shares delivered on the Initial Share
Delivery Date shall be reduced to such number of Shares
that GS&Co. is able to so borrow or otherwise acquire,
and GS&Co. shall use reasonable good faith efforts to
borrow or otherwise acquire a number of Shares equal to
the shortfall in the Initial Share Delivery and to
deliver such additional Shares as soon as reasonably
practicable. The aggregate of all Shares delivered to
Counterparty in respect of the Transaction pursuant to
this paragraph shall be the “Initial Shares” for
purposes of “Minimum Share Delivery.”
	 
	 	 
	Initial Share Delivery Date:

	 	The Prepayment Date
	 
	 	 
	Minimum Share Delivery:

	 	GS&Co. shall deliver a number of Shares equal to the
excess, if any, of the number of Minimum Shares over the
number of Initial Shares on the Minimum Share Delivery
Date in accordance with Section 9.4 of the Equity
Definitions, with the Minimum Share Delivery Date deemed
to be a “Settlement Date” for purposes of such Section
9.4.
	 
	 	 
	Minimum Share Delivery Date:

	 	The later of (i) three (3) Exchange Business Days
following the Hedge Completion Date and (ii) two (2)
Exchange Business Days following the first record date
for a regular quarterly dividend on the Shares occurring
after the Trade Date.
	 
	 	 
	Minimum Shares:

	 	As set forth in the Trade Notification, to be a number
of Shares equal to (a) the Prepayment Amount divided by
(b) [***]% of the Hedge Period Reference Price.
	 
	 	 
	Maximum Shares:

	 	As set for in the Trade Notification, to be a number of
Shares equal to (a) the Prepayment Amount divided by (b)
[***]% of the Hedge Period Reference Price.
	 
	 	 
	Ordinary Dividend Amount:

	 	For any calendar quarter, USD 0.15
	 
	 	 
	Early Ordinary Dividend Payment:

	 	If a record date for any Dividend that is not an
Extraordinary Dividend occurs during any calendar
quarter occurring (in whole or in part) during the
Relevant Period and is prior to the Scheduled Record
Date for such calendar quarter, the Calculation Agent
shall make such adjustment to the exercise, settlement,
payment or any other terms of the Transaction as the
Calculation Agent determines appropriate to account for
the economic effect on the Transaction of such event.
	 
	 	 
	Scheduled Record Date:

	 	February 8, 2010, May 3, 2010 and August 3, 2010
	 
	 	 
	Reserved Shares:

	 	[***]








 




			
	***	 	indicates material has been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission.
A complete copy of this agreement has been filed separately with the Securities and Exchange Commission.




 









 









3. GS&Co.’s Contact Details for Purpose of Giving Notice:




	 	 	 
	 

	 	Goldman, Sachs & Co.
	 

	 	200 West Street
	 

	 	New York, NY 10282-2198
	 

	 	Attention: Serge Marquie, Equity Capital Markets
	 

	 	Telephone: 212-902-9779
	 

	 	Facsimile: 917-977-4253
	 

	 	Email: serge.marquie@gs.com
	 
	 	 
	 

	 	With a copy to:
	 
	 	 
	 

	 	Attention: Jared Kramer, Equity Capital Markets
	 

	 	Telephone: +1-212-902-3002
	 

	 	Facsimile: +1-212-256-5847
	 

	 	Email: jared.kramer@gs.com
	 
	 	 
	 

	 	And email notification to the
following address:
	 

	 	Eq-derivs-notifications@am.ibd.gs.com





4. The Office of GS&Co. for the Transaction is: 200 West Street, New York, NY 10282-2198.



5. For purposes of the Transaction (i) the words “purchasing Shares” in each of the fourth, eight
and tenth lines of Section 5(b) of the Master Confirmation shall be replaced with “or limit any
market activity”, (ii) the words “or extend” shall be added immediately following the word
“suspend” in the sixth line of Section 5(b) of the Master Confirmation, (iii) the words “or
extended, as applicable,” shall be added immediately following the word “suspend” in the second
line of Section 5(c) of the Master Confirmation and (iv) the words “or extension, as applicable,”
shall be added immediately following the word “suspension” in the second line of Section 5(c) of
the Master Confirmation.



6. For the avoidance of doubt any adjustment under Section 9(d) of the Master Confirmation shall be
made in a commercially reasonable manner.



7. For purposes of the Transaction (i) “(A)” shall be added immediately following “(ii)” in the
fourth line of Section 10(b) of the Master Confirmation and (ii) the words “or (B) consummation
prior to the date three months following the Scheduled Termination Date of an Acquisition
Transaction that is the subject of an Acquisition Transaction Announcement occurring prior to the
Actual Termination Date” shall be added immediately following the words “of Counterparty” in the
eight line of Section 10(b) of the Master Confirmation.



8. For the avoidance of doubt, the amendment to the Equity Definitions set forth in clause (i) of
“Settlement Method Election” in Annex A to the Master Confirmation specifies that Counterparty may
give irrevocable notice to GS&Co. of its election to have Cash Settlement or Net Share Settlement
be applicable to the Transaction to which this Supplemental Confirmation relates under the terms of
such Annex A on or prior to the Settlement Method Election Date in a writing containing the
representation and warranty mentioned in clause (ii) of such “Settlement Method Election”
provision, which representation and warranty is within Counterparty’s power to give at any time.



9. Counterparty represents and warrants to GS&Co. that neither it nor any “affiliated purchaser”
(as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the
proviso in Rule 10b-18(b)(4) under the Exchange Act during the four full calendar weeks immediately
preceding the Trade Date.



10. This Supplemental Confirmation may be executed in any number of counterparts, all of which
shall constitute one and the same instrument, and any party hereto may execute this Supplemental
Confirmation by signing and delivering one or more counterparts.




[Remainder of the Page Intentionally Left Blank]







 









 








     Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and
immediately upon receipt so that errors or discrepancies can be promptly identified and rectified
and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth
the terms of the agreement between GS&Co. and Counterparty with respect to this Transaction, by
manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to
such terms and providing the other information requested herein and immediately returning an
executed copy to Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83.



	 	 	 	 	 
	 	Yours sincerely,



GOLDMAN, SACHS & CO.

 	 
	 	By:  	s/ Daniel W. Kopper
 	 
	 	 	Name:  	Daniel W. Kopper 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	Agreed and accepted by:



ASPEN INSURANCE HOLDINGS LIMITED

 	 	 
	By:  	s/ Richard Houghton
 	 	 
	 	Name:  	Richard Houghton 	 	 
	 	Title:  	Chief Financial Officer