exv10w5






Exhibit 10.5




EMPLOYMENT AGREEMENT




     AGREEMENT (the “Agreement”), dated and entered into as of October 27th, 2010,
between Aspen Insurance U.S. Services Inc., a Delaware corporation, (the “Company”), and John
Cavoores of [Address intentionally omitted] (the “Executive”).



     WHEREAS, the Executive and the Company wish to enter into a written agreement setting forth
the terms and conditions of the Executive’s employment with the Company for a period of three days
per week;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
the Company and the Executive hereby agree as follows:


1. Term.




     The Company shall employ the Executive, and the Executive shall serve the Company, on the
terms and subject to the conditions set forth in this Agreement, commencing on November 1, 2010
(the “Effective Date”) and, unless sooner terminated pursuant to paragraph 7, continuing until
December 31, 2012 (the “Term of Employment”).


2. Position and Duties.




     (a) Positions, Duties, and Responsibilities. The Executive shall serve as co- CEO of
Aspen Insurance and shall use his best efforts, skill and abilities to promote the interests of the
Company, and to faithfully and diligently perform such duties and responsibilities as are
customarily assigned to that position, and such other duties and responsibilities as may from time
to time be assigned to him by the Chief Executive Officer (the “Group CEO”) of Aspen Insurance
Holdings Limited (“AIHL”) or by such other member of senior management as shall be designated by
the Group CEO.



     (b) Time and Attention. Excluding any periods of vacation and sick leave to which
the Executive is entitled, the Executive shall devote his attention and time during normal working
hours for such periods of time as are agreed between the Executive and the Group CEO to the
business and affairs of the Company and its affiliates. It shall not be considered a violation of
the foregoing, however, for the Executive to (i) serve on boards and committees of, and otherwise
participate in, corporate, industry, educational, religious, civic, or charitable activities or
(ii) make and attend to passive personal investments in such form as will not require any material
time or attention to the operations thereof during normal working time and will not violate the
provisions of paragraph 11 hereof, or (iii) for the Executive to continue to serve as a director of
Alliant Insurance Services, so long as such activities in clauses (i) to (iii) do not materially
interfere with the performance of the Executive’s responsibilities as an employee of the Company
and to the Company in accordance with this Agreement or violate paragraph 11 of this Agreement. It
is further recognized that the Company and its affiliates may from time to time have a trading
relationship with Alliant Insurance Services and the Executive and the Company agree to take such
steps as may reasonably be required to address any conflicts of interest which may arise in this
regard.



 









 





     (c) Licenses, etc. If requested by the Group CEO or his designee, the Executive shall
take such industry tests or obtain such industry licenses as shall be necessary or appropriate to
his carrying out the functions contemplated hereby.


3. Compensation. Except as otherwise expressly set forth below, the Executive’s
compensation shall be determined by, and in the sole discretion of, the Group CEO.




     (a) Base Salary. The Executive shall receive an annual base salary of three hundred
and sixty thousand dollars ($360,000) during the Term of Employment (the “Base Salary”). The Base
Salary shall be payable in accordance with the Company’s regular payroll practice for senior
officers of the Company, as in effect from time to time. The Base Salary shall be reviewed from
time to time, and, in the sole discretion of the Group CEO, may be adjusted but may not be
decreased below three hundred and sixty thousand dollars ($360,000) per annum.



     (b) Annual Bonus Plan. The Executive will be entitled to participate in the Company’s
discretionary bonus arrangements for each year of employment. The Executive’s bonus potential will
be one-hundred and twenty five percent (125%) of the Base Salary, with potential to exceed this
target based on the achievement or otherwise of the Aspen Group’s performance targets for the year
in question. This bonus potential, however, is a target only and the actual bonus award made to the
Executive, if any, will depend upon the Aspen Group’s overall financial results for the relevant
year and the performance of those business areas falling within the Executives area of
responsibility. It will also be subject to approval by the AIHL Compensation Committee (the
“Compensation Committee”). Any bonus which is awarded to the Executive will be paid no later than
March 15th in the year following the year for which it is awarded. For the avoidance of
doubt, the Executive will be eligible to receive a bonus for 2012, payable no later than March
15th 2013, notwithstanding the Executive ceasing to be employed under this Agreement as
a result of the expiry of the Term of Employment set out in paragraph 1.



     (c) Long Term Incentive Plan (“LTIP”). The Executive will be granted an initial award
under AIHL’s LTIP award program for 2010 (the “2010 LTIP program”) equal to five hundred thousand
dollars ($500,000) on grant. The Executive will also participate in AIHL’s LTIP award program for
2011 (the “2011 LTIP program”) with an award equal to one million five hundred thousand dollars
($1,500,000) on grant. The form of award issued to the Executive under the 2010 and 2011 LTIP
programs (the “Awards”) will be performance based and will vest over three years from grant,
subject to the satisfaction of vesting criteria established by the Compensation Committee. The
Awards will, however, continue to be eligible for vesting notwithstanding the Executive ceasing to
be employed under this Agreement as a result of the expiry of the Term of Employment set out in
paragraph 1. The Awards will also be subject to the rules of the AIHL 2003 Share Incentive Plan.
The Executive will not participate in AIHL’s LTIP award program for 2012.



     (d) Inclusive Nature of Compensation. The compensation provided for in this Section 3
shall be inclusive of any and all fees and other compensation to which the Executive may at any
time be entitled as an officer or director of the Company, AIHL, any other subsidiaries of AIHL or
any other affiliates of the Company.



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4. Employee Benefits; Fringe Benefits. During the Term of Employment,




     (a) to the extent not duplicative of the specific benefits provided herein, the Executive
shall be eligible to participate in all incentive compensation, retirement, and deferred
compensation plans, policies and arrangements that are provided generally to other senior officers
of the Company at a level (in terms of the amount and types of benefits and incentive compensation
that the Executive has the opportunity to receive and the terms thereof) determined in the sole
discretion of the Group CEO;



     (b) the Executive and, as applicable, the Executive’s covered dependents shall be eligible to
participate in all of the Company’s health and welfare benefit plans (within the meaning of Section
3(1) of the Employee Retirement Income Security Act of 1974, as amended);



     (c) the Executive shall be entitled to receive fringe benefits and to participate in all
employee benefit plans provided for senior executives of the Company (which will include but not be
limited to supplemental life insurance and supplemental long term disability, the cost or expense
of which shall not be charged to Executive, which are comparable to the parallel benefits which the
Executive informed the Company he had from his immediate prior employer), and shall be entitled to
avail himself of paid holidays, as determined from time to time by the Company; and



     (d) the Executive shall be entitled to not less than eighteen (18) days of Paid Time Off per
calendar year subject to the Company’s applicable vacation policy.


5. Insurance on Executive. The Executive hereby grants the Company the right to obtain
insurance on the Executive’s life for the benefit of the Company in such amount as the Company
shall deem necessary. The Executive agrees to execute all necessary documents and to submit to a
physical in connection therewith. The cost or expense of such insurance shall not be charged to
the Executive.



6. Expenses. The Executive shall be reimbursed by the Company for reasonable and necessary
business expenses actually incurred in rendering the services provided for hereunder, payable in
accordance with customary Company practice, after the Executive presents written expense statements
or such other supporting information as the Company may customarily require of its executives for
reimbursement of such expenses. Any expense reimbursements shall be made promptly, but in any
event on or before December 31 of the calendar year following the calendar year in which the
Executive incurs the related expense. Any reimbursement in one calendar year shall not affect the
amount that may be reimbursed in any other calendar year and a reimbursement (or right thereto) may
not be exchanged or liquidated for another benefit or payment.



7. Termination of Employment.




     (a) Death or Disability. The Term of Employment shall terminate upon the Executive’s
death. The Company shall be entitled to terminate the Executive’s employment and, accordingly, the
Term of Employment, because of the Executive’s Disability. For purposes of this Agreement, the
Executive shall be deemed to have a Disability if the Executive is entitled to long-term disability
benefits under the Company’s long-term disability plan or policy, as the case



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may be, as in effect on the Date of Termination (as that term is defined in subparagraph
7(e)(ii) below) or if no plan or policy is maintained and the Executive is unable to perform his
duty hereunder for 180 consecutive days.




     (b) By the Company.



          (i) The Company may terminate the Executive’s employment and the Term of Employment, without
Cause by delivering to the Executive written Notice of Termination (as that term is defined in
subparagraph 7(d)(i) below), or for Cause by delivering to the Executive a written Notice of
Termination.




          (ii) For purposes of this Agreement, “Cause” means: (A) the Executive’s willful misconduct
that is materially injurious to the Company or any of its affiliates; (B) the Executive’s
intentional failure to act subject to and in accordance with any proper and lawful specific
material direction of the Group CEO or his designee or the Board of Directors of the Company which
breach is not promptly cured by the Executive within sixty (60) days after receipt of written
notice of such breach; (C) the Executive’s having been convicted of, or entered a plea of nolo
contendere to, a crime that constitutes a felony under the laws of the United States or any State;
(D) the Executive’s willful and knowing violation of any applicable federal or state law governing
the Company’s business or of any applicable rules or regulations promulgated by any regulatory
body, the violation of which shall either disqualify the Executive from employment or association
with the Company as an executive or have a material adverse effect on the Company’s business;
provided, however, that any such violation shall not constitute “cause” if it results from action
taken by the Executive in accordance with instructions from the Group CEO or his designee or the
Board of Directors of the Company or upon the advice of internal or outside counsel to the Company;
or (E) the intentional breach by the Executive of any written covenant or agreement with the
Company or any of their affiliates not to disclose any information pertaining to the Company or any
of its affiliates or not to compete or otherwise interfere with the Company or any of its
affiliates.




     (c) By Executive for Good Reason.



          (i) The Executive may terminate the Executive’s employment and the Term of Employment for Good
Reason by delivering to the Company written Notice of Termination if the Company does not promptly
cure the grounds stated in such notice within 60 days of its receipt thereof.




          (ii) For purposes of this Agreement, “Good Reason” means the occurrence of any of the
following without the written consent of the Executive, unless the Company promptly cures any such
occurrence after the requisite notice: (i) a material diminution in the Executive’s
responsibilities, duties, authority or title provided for in this Employment Agreement at the
Effective Date; (ii) a material reduction in Executive’s Base Salary; (iii) a material breach by
either the Company of any of its respective other obligations contained in this Employment
Agreement; or (iv) the Company requires the Executive to relocate more than two hundred (200) miles
from the Executive’s current office. Any occurrence of Good Reason






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shall be deemed waived by the Executive unless the Executive provides written notice of the
event giving rise to Good Reason within ninety (120) days of the initial existence of such event.




     (d) By Consolidation or Reorganization; Change in Control.



          (i) If the employment of the Executive hereunder shall be terminated solely by reason of the
liquidation of any affiliate for the purposes of consolidation or reorganization or as part of any
arrangement for the consolidation of the undertaking of such affiliate not involving liquidation
(in each case, other than a “Change in Control”, as defined below) and the Executive shall be
offered employment with the consolidated or reorganized company on the same terms as the terms of
this Agreement, the Executive shall have no claim against the Company or any affiliate in respect
of the termination of his employment by the Company.




          (ii) 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
Section 8(a), the Executive shall be entitled to the additional following benefits: all share
options and other equity-based awards held by the Executive in the Company (or any replacement
share options and other equity-based awards held by the Executive in an acquiring company following
the Change in Control) shall immediately vest and be exercisable in accordance with their terms and
all performance conditions relating to those awards shall be deemed to have been satisfied in full.



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.




     (e) Termination Procedures.



          (i) Notice of Termination. Any purported termination of the Executive’s employment
(other than by reason of death) shall be communicated by written Notice of Termination from one
party hereto to the other party hereto in accordance with the notice provisions contained in
subparagraph 14(b) hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a
notice that indicates the specific termination provision in this Agreement relied upon and sets
forth in reasonable detail the facts and circumstances claimed to provide a basis for termination
of employment under the provision so indicated.




          (ii) Date of Termination. For purposes of this Agreement, “Date of Termination” shall
mean the date specified in the Notice of Termination or the date of the Executive’s death so long
as such date constitutes a “separation from service” as that term is defined in Section 409A of the
Internal Revenue Code of 1986, as amended, and any related regulations promulgated thereunder
(“Section 409A”); provided, however, that the date of termination in case of a termination by the
Executive for Good Reason may not be earlier than 90 days after the receipt of the Notice of
Termination by the Company.




          (iii) No Waiver. The failure to set forth any fact or circumstance in a Notice of
Termination shall not constitute a waiver of the right to assert such fact or circumstance in an
attempt to enforce any right under or provision of this Agreement.







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8. Obligations of the Company upon Termination.




     (a) Post-Employment Benefits. If the Executive’s employment is terminated by the
Company for any reason other than Cause, death or Disability or by the Executive for Good Reason
after the requisite notice and failure of the Company to promptly cure the written grounds
underlying the “Good Reason”,



          (i) the Company shall pay or provide to the Executive in cash, no later than twenty (20)
business days after the normal payment date for each, (a) any portion of the Executive’s earned but
unpaid Base Salary to the date of termination, (b) any earned but unpaid prior year Annual Bonus;
(c) any other earned but unpaid equity and/or incentive awards, (d) a payment reflecting accrued
but unused vacation days (subject to the limitation in subparagraph 4(d)), and (e) any unreimbursed
business expenses subject to paragraph 6 (collectively the “Accrued Obligations”); and




          (ii) the Company shall pay to the Executive within twenty (20) business days of the Date of
Termination a lump sum equal to one hundred percent (100%) the Executive’s then Base Salary; and




          (iii) the Company shall pay to the Executive within twenty (20) business days of the Date of
Termination a lump sum equal to the lesser of (i) the Executive’s then current annual bonus
potential as determined in accordance with clause 3(b), or (ii) the average actual annual bonus
paid to the Executive for the three (3) years preceding the year in which the Date of Termination
occurs.




          (iv) the Company shall pay to the Executive within twenty (20) business days of the Date of
Termination a lump sum equal to the lower of (i) the Executive’s target annual incentive award for
the year in which the termination occurs, or (ii) if the Date of Termination occurs after March
15th, 2012, any such lower amount as was paid to the Executive by way of an annual bonus
under paragraph 3(b) for 2011.




     (b) Termination by the Company for Cause or the Executive Without Good Reason. If the
Executive’s employment is terminated by the Company for Cause or by the Executive without Good
Reason, the Company shall pay to the Executive in cash within twenty (20) business days after the
normal payment date for each the following amounts the Accrued Obligations as defined in clause
8(a)(i) above.



     (c) Termination due to death or Disability. If the Executive’s employment is
terminated due to death or Disability, the Company shall pay to the Executive (or to the
Executive’s estate or personal representative, in the case of the Executive’s death) in cash (i) on
the normal payment date for each Accrued Obligation (as defined in clause 8(a)(i) above) and (ii)
on the normal payment date for a prorated annual bonus based on the actual annual bonus earned for
the year in which the Date of Termination occurs, prorated based on the fraction of the year the
Executive was employed. After making such payment(s), the Company shall have no further
obligations under this Agreement.



     (d) Six-Month Delay. Notwithstanding any provision herein to the contrary, if the
Executive is a “specified employee” within the meaning of Section 409A on the Date of



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Termination and the right to any payment as a result of the Executive’s separation from
service provides for the “deferral of compensation” within the meaning of Section 409A, then all
such payments (other than payments qualifying as a short-term deferral under Treasury Regulation §
1.409A-1(b)(4), or treated as not providing for a deferral of compensation under the separation pay
provisions of Treasury Regulation § 1.409A-1(b)(9)(iii) or § 1.409A-1(b)(9)(v)) shall not be made
or commence during the period beginning on the Date of Termination and ending on the date that is
six months following the Date of Termination or, if earlier, on the date of the Executive’s death,
if the earlier making of such payment would result in tax penalties being imposed on the Executive
under Section 409A. The amount of any payment that would otherwise be paid to the Executive during
this period shall instead be paid to the Executive on the first business day following the date
that is six months following the Date of Termination or, if earlier, the date of the Executive’s
death.



9. Release. Notwithstanding any provision herein to the contrary, the Company will require
that, prior to payment of any amount or provision of any benefit under paragraph 8 of this
Agreement (other than an Accrued Obligation or due to the Executive’s death), the Executive shall
within sixty (60) days following the Date of Termination have executed with all periods of
revocation expired a complete release of the Company and their affiliates and related parties in
such form as is reasonably required by the Company.



10. Non-Exclusivity of Rights. Except as otherwise provided in this Agreement,
nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation
in any plan, program, policy or practice provided by the Company or any of its affiliated companies
for which the Executive may qualify (other than severance policies). Vested benefits and other
amounts that the Executive is otherwise entitled to receive under any other plan, program, policy,
or practice of, or any contract or agreement with, the Company or any of its affiliated companies
on or after the Date of Termination shall be payable in accordance with the terms of each such
plan, program, policy, practice, contract, or agreement, as the case may be, except as expressly
modified by this Agreement.



11 Confidential Information; and Non-Solicitation.




     (a) Confidential Information. The Executive shall hold in a fiduciary capacity for
the benefit of the Company all secret or confidential information, knowledge, trade secrets,
methods, know-how or data relating to the Company and their businesses or acquisition prospects
(including the compensation and other terms of employment of their employees) that the Executive
obtained or obtains during the Executive’s employment by the Company and that is not and does not
become generally known to the public (other than as a result of the Executive’s violation of this
paragraph 11) (“Confidential Information”). Except as may be required and appropriate in
connection with carrying out his duties under this Agreement, the Executive shall not communicate,
divulge, or disseminate any material Confidential Information at any time during or after the
Executive’s employment with the Company, except with the prior written consent of the Company or as
otherwise required by law or legal process; provided, however, that if so required, the Executive
will provide the Company with reasonable notice to contest such disclosure.



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     (b) Non-Solicitation of Employees. The Executive recognizes that he may possess
confidential information about other employees of the Company relating to their education,
experience, skills, abilities, compensation and benefits, and inter-personal relationships with
suppliers to and customers of the Company. The Executive recognizes that the information he will
possess about these other employees may not be generally known, may be of substantial value to the
Company in developing its respective businesses and in securing and retaining customers, and may be
acquired by him because of his business position with the Company. The Executive agrees that, for
a period of one year following the termination of the Executive’s employment if he is entitled to
severance payments pursuant to subparagraph 8(a), he will not, directly or indirectly, initiate any
action to solicit or recruit or hire anyone who is then an employee of the Company for the purpose
of being employed by him or by any business, individual, partnership, firm, corporation or other
entity on whose behalf he is acting as an agent, representative or employee and that he will not
convey any such confidential information or trade secrets about other employees of the Company to
any other person except within the scope of the Executive’s duties hereunder.



     (c) Non-Interference with Customers. The Executive agrees that, for a period of one
year following the termination of the Executive’s employment if he is entitled to severance
payments pursuant to subparagraph 8(a), he will not interfere with any business relationship
between the Company and any of its customers.



     (d) Remedies; Severability.



          (i) The Executive acknowledges that his skills and position in the insurance industry are
unique and if the Executive shall breach or threaten to breach any provision of subparagraphs 11(a)
through (c), the damages to the Company may be substantial, although difficult to ascertain, and
money damages will not afford the Company an adequate remedy. Therefore, if the provisions of
subparagraphs 11(a) through (c) are violated, in whole or in part, the Company shall be entitled to
specific performance and injunctive relief (without having to post any bond), without prejudice to
other remedies the Company may have at law or in equity.




          (ii) If any term or provision of this paragraph 11, or the application thereof to any person
or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this paragraph
11, or the application of such term or provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby, and each term and
provision of this paragraph 11 shall be valid and enforceable to the fullest extent permitted by
law. Moreover, if a court of competent jurisdiction deems any provision hereof to be too broad in
time, scope, or area, it is expressly agreed that such provision shall be reformed to the maximum
degree that would not render it unenforceable.



12. Assignment. This is a personal services agreement and the Executive may not assign
this Agreement to any third party. The Company may assign this Agreement and the benefits
hereunder without the consent of the Executive, without being relieved of any liability hereunder,
to one of its direct or indirect “affiliates” or “associates” as those terms are defined in Rule
405 of the Rules and Regulations promulgated under the Securities Act of 1933. The Company may
assign this Agreement and the benefits hereunder to any entity (corporate or






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other) into which the Company or the business of the Company may be merged, consolidated or
transferred but nothing contained herein shall release the Company of any of its obligations
hereunder.



13. Arbitration. Except for matters covered under paragraph 11, in the event of any
dispute or difference between the Company and the Executive with respect to the subject matter of
this Agreement and the enforcement of rights hereunder, either the Executive or the Company may, by
written notice to the other, require such dispute or difference to be submitted to arbitration.
The arbitrator or arbitrators shall be selected by agreement of the parties or, if they cannot
agree on an arbitrator or arbitrators within 30 days after the date arbitration is required by
either party, then the arbitrator or arbitrators shall be selected by the American Arbitration
Association (the “AAA”) upon the application of the Executive or the Company. The determination
reached in such arbitration shall be final and binding on both parties. Execution of the
determination by such arbitrator may be sought in any court of competent jurisdiction. The
arbitrators shall not be bound by judicial formalities and may abstain from following the strict
rules of evidence and shall interpret this Agreement as an honorable engagement and not merely as a
legal obligation. Unless otherwise agreed by the parties, any such arbitration shall take place in
Stamford, Connecticut.



14. Miscellaneous.




     (a) Governing Law and Captions. This Agreement shall be governed by, and construed in
accordance with, the laws of Connecticut without reference to principles of conflict of laws. The
captions of this Agreement are not part of the provisions hereof and shall have no force or effect.



     (b) Notices. All notices and other communications under this Agreement shall be in
writing and shall be given by hand delivery or by facsimile (provided confirmation of receipt of
such facsimile is received) to the other party or by registered or certified mail, return receipt
requested, postage prepaid, or by Federal Express or other nationally-recognized overnight courier
that requires signatures of recipients upon delivery and provides tracking services, addressed as
follows:


If to the Executive:



John Cavoores

[Address intentionally omitted]


If to the Company:



Chief Executive Officer

Aspen Insurance Holdings Ltd

30 Fenchurch Street

London EC3M 3BD

ENGLAND





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or to such other address as either party furnishes to the other in writing in accordance with this
subparagraph 14(b). Notices and communications shall be effective when actually received by the
addressee.




     (c) Amendment. This Agreement may not be amended or modified except by a written
agreement executed by the parties hereto.



     (d) Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining
portion of such provision, together with all other provisions of this Agreement, shall remain valid
and enforceable and continue in full force and effect to the fullest extent consistent with law.



     (e) Withholding. Notwithstanding any other provision of this Agreement, the Company
may withhold from amounts payable under this Agreement all federal, state, local, and foreign taxes
that are required to be withheld by applicable laws or regulations. All cash amounts required to
be paid hereunder shall be paid in United States dollars. Except as otherwise specifically
provided herein, the Executive shall be responsible for all federal, state and local taxes on all
compensation and benefits provided hereunder.



     (f) Waiver. The Executive’s or the Company’s failure to insist upon strict compliance
with any provision of, or to assert any right under, this Agreement shall not be deemed to be a
waiver of such provision or right or of any other provision of or right under this Agreement.



     (g) Entire Understanding. The Executive and the Company acknowledge that this
Agreement supersedes and terminates any other severance and employment agreements between the
Executive and the Company or any Company affiliates. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, and said counterparts shall constitute but
one and the same instrument.



     (h) Rights and Benefits Unsecured. The rights and benefits of the Executive under
this Agreement may not be anticipated, assigned, alienated, or subject to attachment, garnishment,
levy, execution, or other legal or equitable process except as required by law. Any attempts by
the Executive to anticipate, alienate, assign, sell, transfer, pledge or encumber the same shall be
void. Payments hereunder shall not be considered assets of the Executive in the event of
insolvency or bankruptcy.



     (i) Noncontravention. The Executive represents that he is not prevented from entering
into, or performing this Agreement by the terms of any agreement to which he is a party.



     (j) Paragraph and Subparagraph Headings. The paragraph and subparagraph headings in
this Agreement are for convenience of reference only; they form no part of this Agreement and shall
not affect its interpretation.



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     (k) Section 409A Compliance. This Agreement is intended to meet the requirements of
Section 409A, and shall be interpreted and construed consistent with that intent.



     IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the
authorization of the Board, the Company has caused this Agreement to be executed, all as of the day
and year first above written.



	 	 	 	 	 
	 	ASPEN INSURANCE U.S. SERVICES INC.

 	 
	 	By:  	/s/ Christopher O’Kane
 	 
	 	 	Name:  	Christopher O’Kane 	 
	 	 	Title:  	Group CEO 	 
	 
	 	John Cavoores

 	 
	 	/s/ John Cavoores
 	 



Countersigned, but not in an employing capacity, by:




	 	 	 	 	 
	 	ASPEN INSURANCE HOLDINGS LIMITED

 	 
	 	By:  	/s/ Christopher O’Kane
 	 
	 	 	Name:  	Christopher O’Kane 	 
	 	 	Title:  	Group CEO 	 
	 




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