exv10w4






Exhibit 10.4




RUPERT CARLOS CHWOLES VILLERS




AND



ASPEN INSURANCE UK SERVICES LIMITED




 





SERVICE AGREEMENT



 





 









 




TABLE OF CONTENTS




	 	 	 	 	 
	Clause	 	Page	 
	1. INTERPRETATION
	 	 	1	 
	 
	 	 	 	 
	2. AMENDMENT AND RESTATEMENT
	 	 	2	 
	 
	 	 	 	 
	3. POSITION
	 	 	2	 
	 
	 	 	 	 
	4. TERM
	 	 	2	 
	 
	 	 	 	 
	5. DUTIES
	 	 	2	 
	 
	 	 	 	 
	6. REMUNERATION AND COMMISSION
	 	 	4	 
	 
	 	 	 	 
	7. PENSION AND INSURANCE BENEFITS
	 	 	4	 
	 
	 	 	 	 
	8. EXPENSES
	 	 	5	 
	 
	 	 	 	 
	9. HOLIDAYS AND HOLIDAY PAY
	 	 	5	 
	 
	 	 	 	 
	10. DISABILITY OR DEATH
	 	 	5	 
	 
	 	 	 	 
	11. CONFIDENTIAL INFORMATION
	 	 	6	 
	 
	 	 	 	 
	12. COPYRIGHT AND DESIGNS
	 	 	7	 
	 
	 	 	 	 
	13. GRATUITIES AND CODES OF CONDUCT
	 	 	8	 
	 
	 	 	 	 
	14. RESTRICTIVE COVENANTS
	 	 	8	 
	 
	 	 	 	 
	15. TERMINATION BY RECONSTRUCTION OR AMALGAMATION; CHANGE IN
CONTROL
	 	 	10	 
	 
	 	 	 	 
	16. TERMINATION OF EMPLOYMENT BY THE COMPANY FOR CAUSE
	 	 	11	 
	 
	 	 	 	 
	17. TERMINATION OF EMPLOYMENT BY THE COMPANY WITHOUT CAUSE
	 	 	12	 
	 
	 	 	 	 
	18. TERMINATION OF EMPLOYMENT BY THE EXECUTIVE
	 	 	12	 
	 
	 	 	 	 
	19. OBLIGATIONS UPON TERMINATION OF EMPLOYMENT; CERTAIN OTHER
TERMINATIONS
	 	 	13	 
	 
	 	 	 	 
	20. EFFECT OF TERMINATION OF THIS AGREEMENT
	 	 	15	 
	 
	 	 	 	 
	21. GENERAL RELEASE
	 	 	15	 






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	Clause	 	Page	 
	22. OTHER TERMS AND CONDITIONS
	 	 	15	 
	 
	23. NOTICES
	 	 	16	 
	 
	24. PREVIOUS AND OTHER AGREEMENTS
	 	 	16	 
	 
	25. ENTIRE AGREEMENT/AMENDMENT
	 	 	16	 
	 
	26. ASSIGNMENT
	 	 	17	 
	 
	27. SEVERABILITY
	 	 	17	 
	 
	28. SUCCESSORS/BINDING AGREEMENT
	 	 	17	 
	 
	29. CO-OPERATION
	 	 	17	 
	 
	30. GOVERNING LAW
	 	 	18	 
	 
	31. COUNTERPARTS
	 	 	18	 






 









 






AMENDED AND RESTATED SERVICE AGREEMENT





	DATE: 1st January 2011, to supersede a former employment agreement dated
5th May 2009





PARTIES:





	(1)	 	Rupert Villers of [Address intentionally omitted] (the “Executive”); and
	 
	(2)	 	ASPEN INSURANCE UK SERVICES LIMITED (Registered in England No. 1184193), 30 Fenchurch St,
London, EC3M 3BD, England (the “Company”).





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 Directors of Holdings
in which Holdings or an Affiliate has an
interest;
	 
	 	 	 	 
	 

	 	“Board”
	 	means the Board of Directors of the Company from
time to time;
	 
	 	 	 	 
	 

	 	“Chief Executive Officer”
	 	means the Chief Executive Officer of Holdings
from time to time;
	 
	 	 	 	 
	 

	 	“Group”
	 	means Holdings and its Affiliates (and “Group
Company” means Holdings or any one of its
Affiliates);
	 
	 	 	 	 
	 

	 	“Holdings”
	 	means Aspen Insurance Holdings Limited, a
Bermuda limited company; and
	 
	 	 	 	 
	 

	 	“Manager”
	 	means Chief Executive Officer or such other
person as is mutually agreed between the parties
as the person to whom the Executive shall
report.






 









 







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 re-enacted (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.	 	AMENDMENT AND RESTATEMENT
	 
	 	3.	 	POSITION






The Company shall employ the Executive as CEO Insurance.




	 	4.	 	TERM






4.1 The Company shall employ the Executive, and the Executive shall serve the Company, on
the terms and conditions set forth in this Agreement, beginning on the date hereof (the
“Effective Date”) and continuing unless and until terminated in accordance with the
provisions contained in this Agreement.




4.2 Notwithstanding the provisions of Clause 4.1, the Executive’s employment shall terminate
automatically when the Executive reaches the age of 65 years.




	 	5.	 	DUTIES
	 
	 	5.1	 	During his employment hereunder the Executive shall:






(a) report to the Manager and perform the duties and exercise the powers and
functions which from time to time may reasonably be assigned to or vested in him by
the Board or the Chief Executive Officer in relation to the Company and any other
Group Company to the extent consistent with his job title set out in Clause 3
(without being entitled to any additional remuneration in respect of such duties for
any Group Company);




(b) devote the whole of his working time, attention and ability to his 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 30
Fenchurch St, London EC3M 3BD, 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;



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(c) Commit to work an average of four days per week including paid holiday,
excluding public holidays. The responsibility of tracking and maintaining a record
of days worked is that of the Executive. If the Company and the Executive mutually
agree that more or less time will be required to undertake the role, consideration
will be given to levels of remuneration based on the full time equivalent salary
(see section 6.1).




(d) 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 his duties
assigned to him under this Agreement as the Board or the Chief Executive Officer may
reasonably require;




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




(f) not engage in any activities which would detract from the proper performance of
his duties hereunder, nor without the prior written consent of the Board 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




(g) comply (and shall use every reasonable endeavour to procure that his 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.




5.2 ]{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 Chief
Executive Officer in each case, which approval shall not be unreasonably withheld, (which,
as at the date of this Agreement , shall include approval of service as a Director of
Certasig Holdings S.A., including attendance at up to four board meetings of that company a
year) (b) serving on the boards of a reasonable number of trade associations subject to the
approval of the Chief Executive Officer, which approval shall not unreasonably be withheld,
and/or charitable organizations (c) engaging in any charitable activities and community
affairs(which, as at the date of this Agreement, shall include approval of service as a
Trustee of China Oxford Scholarship Fund), and (d) managing his personal investments and
affairs, provided that such activities set forth in this Clause



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5.2 do not significantly interfere with the performance of his duties and responsibilities
to any Group Company.




	 	6.	 	REMUNERATION AND COMMISSION






6.1 The Executive shall be paid by way of remuneration for his services during his
employment hereunder a salary at the rate (the “Salary Rate”) of £280,000 per annum, (based
on the full time equivalent salary of pro rata £350,000) subject to increase pursuant to
Clause 6.3.




6.2 The Executive shall be eligible for a cash bonus based on a bonus potential of 125% of
his then current Salary Rate during his employment hereunder of such amounts (if any) at
such times and subject to such conditions as the Compensation Committee of the Board of
Directors of Holdings (the “Compensation Committee”) may in its absolute discretion decide;
provided, however, that notwithstanding the preceding language of this Clause 6.2, 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.




6.3 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.




6.4 The Executive’s salary will be payable by equal monthly instalments; each monthly
instalments 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 instalments which
the days of employment in that month bear to the total days in the month.




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




	 	7.	 	PENSION AND INSURANCE BENEFITS






7.1 During his employment hereunder, the Executive shall be entitled to become a member of
the pension scheme established by the Board (the “Scheme”) or to receive contributions of an
equivalent value as would be made on his behalf under the scheme into a mutually agreed
alternative pension vehicle. Should the Executive choose to join



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the scheme the membership in the Scheme shall be subject to the provisions thereof as may be
amended from time to time.




7.2 During his 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.




7.3 During his 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.




	 	8.	 	EXPENSES






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




	 	9.	 	HOLIDAYS AND HOLIDAY PAY






9.1 In addition to public holidays in England, during his employment hereunder, the
Executive shall be entitled to 30 working days’ paid holiday per holiday year. Except as
otherwise provided in the Company’s holiday policy, the Executive may not carry forward any
unused part of his holiday entitlement to a subsequent holiday year and the Executive shall
not be entitled to any salary in lieu of untaken holiday. The Company has introduced an
arrangement as part of a flexible benefit programme which enables employees to buy and sell
holidays within agreed limits. The Executive is entitled to take part in this programme as
it applies to other employees.




9.2 For the holiday year during which the Executive’s employment hereunder commences or
terminates he shall be entitled to such proportion of his annual holiday entitlement as the
period of his employment in each such holiday year bears to one holiday year as set out in
the Company’s holiday policy. Upon termination of his employment for whatever reason, he
shall, if appropriate, be entitled to salary in lieu of any outstanding holiday entitlement.




	 	10.	 	DISABILITY OR DEATH






10.1 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



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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.




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




10.3 If the Executive shall be absent from his duties hereunder owing to illness, accident
or other incapacity duly certified in accordance with the provisions of clause 10.2 he shall
be paid his 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 16, to such remuneration (if any) as the Board shall in its absolute discretion
allow.




10.4 If the Executive shall be, on the basis of a medical report supplied to the Company
following his having undergone a medical examination pursuant to clause 10.1, in the opinion
of the Board unfit ever to return to his 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 7.3.



10.5 In the event that the Executive’s employment is terminated due to his death, his estate
or his beneficiaries, as the case may be, shall be entitled to: (a) salary at his Salary
Rate up to and including the end of the month in which his death occurs, (b) the annual
incentive award, if any, to which the Executive would have been entitled to pursuant to
Clause 6.2 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 his death, except that the pro-rated incentive award shall be payable
when such award would have otherwise been payable had the Executive not died.




	11.CONFIDENTIAL INFORMATION





11.1 Except as otherwise provided in this Section, the Executive shall not during his
employment hereunder or at any time after his termination for any reason whatsoever



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     disclose to any person whatsoever or otherwise make use of any Confidential Information.




11.2 As used in this Section, the term “Confidential Information” shall mean any
confidential or secret information which he has or may have acquired in the course of his
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:




	 	(a)	 	confidential or secret information relating to the past, current or future
business, finances, activities and operations of the Company or any other Group
Company;
	 
	 	(b)	 	confidential or secret information relating to the past, current or future
business, finances, activities and operations of any third party to the extent that
such information was obtained by the Company or any other Group Company pursuant to a
confidentiality agreement;






but shall not include information that is generally known to, or recognised as standard
practice in, the industry in which the Company is engaged unless such information is known
or recognised as a result of the Executive’s breach of this covenant.




11.3 The Executive will only use Confidential Information for the benefit of the Company or
any other Group Company in the course of his employment and shall at all times exercise all
due care and diligence to prevent the unauthorised disclosure or use of Confidential
Information.




11.4 In the event that the Executive becomes compelled by a court or administrative order to
disclose any of the Confidential Information other than as permitted pursuant to this
Section, he will provide prompt notice to the Company so that the Company may seek a
protective order or other appropriate remedy. In the event the Company fails to seek, or
seeks and fails to obtain, such a protective order or other protective remedy, the Executive
will furnish only that portion of the Confidential Information that, in the opinion of his
counsel, he is legally required to furnish.




	 	12.	 	COPYRIGHT AND DESIGNS






12.1 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 him at any time during the period of his employment by
the Company or any other Group Company whether during the course of his normal duties or
other duties specifically assigned to him (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 him wholly unconnected with his service hereunder.



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12.2 The Executive agrees and undertakes that he 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 his obligation
under this Agreement the Executive irrevocably appoints the Company to be his attorney in
his name and on his 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.




12.3 The Executive hereby irrevocably waives all moral rights that he had or may have in any
of the works referred to in Clause 12.1, subject to the exception therein.




	 	13.	 	GRATUITIES AND CODES OF CONDUCT






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




13.2 The Executive shall not, except in accordance with the Holdings Gift and Hospitality
Policy and any other code of conduct adopted by the Board of Holdings or with the prior
written consent of the Board, 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 the Holdings Gift and Hospitality Policy or any such code of conduct
from time to time.




	 	14.	 	RESTRICTIVE COVENANTS
	 
	 	14.1	 	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 18.3, 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



8









 







personal dealings with, contact with or responsibility for (each, in a business or
commercial capacity) during the Relevant Period;




“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.




14.2 The Executive covenants with the Company that he will not in connection with the
carrying on of any business in competition with the Business during his employment and, in
the event of resignation by the Executive (whether with or without 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 his employment (such period to be reduced by the amount of time
during which, if at all, the Company exercises all or any of its rights under Clause 18.3)
without the prior written consent of the Board either alone or jointly with or on behalf of
any person directly or indirectly:




14.2.1 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;




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




14.3 The Executive further covenants with the Company that, in the event of resignation by
the Executive (whether with or without Good Reason) or the dismissal of the Executive by the
Company without Cause he will not, for the period of 12 months after the termination of his
employment (such period to be reduced by the amount of time during which, if at all, the
Company exercises all or any of its rights under Clause 18.3), 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;




14.4 The covenants contained in Clauses 14.2.1, 14.2.2 and 14.3 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 14 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



9









 







that any 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.




14.5 The Executive acknowledges and agrees that the Company’s remedies at law for a breach
of any of the provisions of Clauses 11, 12 or 14 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.




14.6 The restrictions set out in this Clause 14 shall not prevent the Executive from serving
in any of the capacities acknowledged in Clause 5.2 as at the date of this Agreement
including any reappointment as a Director or Officer of the entities named in that clause.




	 	15.	 	TERMINATION BY RECONSTRUCTION OR AMALGAMATION; CHANGE IN CONTROL






15.1 If the employment of the Executive hereunder shall be terminated solely by reason of
the liquidation of any Group Company for the purposes of amalgamation or reconstruction or
as part of any arrangement for the amalgamation of the undertaking of such Group 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, the Executive shall have no claim against the
Company or any Group Company in respect of the termination of his employment by the Company.




15.2 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 19.2, the Executive shall be entitled to the following benefits: 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;




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.



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	 	16.	 	TERMINATION OF EMPLOYMENT BY THE COMPANY FOR CAUSE






16.1 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 his employment for “Cause”. In the event
the Company terminates the Executive’s employment for Cause, the Executive shall be entitled
to salary at his Salary Rate through the date of termination.




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 his 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 or
any other Group Company or himself into disrepute, or any material breach or
non-observance of any of the provisions of this Agreement, or conducts himself in a
way which is materially prejudicial or calculated to be materially prejudicial to
the business of the Group; or




(d) 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, required for the performance of his duties) by any regulatory
body in the United Kingdom or elsewhere.



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	 	17.	 	TERMINATION OF EMPLOYMENT BY THE COMPANY WITHOUT CAUSE






17.1 The Company may terminate the employment of the Executive at any time during the
employment hereunder 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 he would have otherwise been entitled
under (i) above (which payment in lieu shall be deemed to be included within the Severance
Payment referred to in Clause 19.2).




	 	18.	 	TERMINATION OF EMPLOYMENT BY THE EXECUTIVE






18.1 The Executive shall have the right to terminate his 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 his positions, (iii)
the removal of the Executive from the position described in Clause 3, or (iv) 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 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).




18.2 The Executive shall have the right to terminate his employment at any time without Good
Reason upon giving 12 months’ prior written notice to the Company and shall be entitled to
receive his salary and contractual benefits in accordance with this Agreement during that
period.




18.3 If the Executive gives notice to terminate his employment without Good Reason under
Clause 18.2 or if the Executive seeks to terminate his employment without Good Reason and
without the notice required by Clause 18.2 or the Company gives notice to terminate the
Executive’s employment under Clause 17.1(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:



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(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 he
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 9
during the Garden Leave Period.




The Executive shall continue to be bound by the duties set out in Clause 5 (insofar as they
are compatible with being placed on garden leave), the restrictions set out in Clause 14.2
and all duties of good faith and fidelity during the Garden Leave Period




	 	19.	 	OBLIGATIONS UPON TERMINATION OF EMPLOYMENT; CERTAIN OTHER TERMINATIONS






19.1 Upon the termination of his employment hereunder for whatever reason the Executive
shall:




(a) deliver up to the Company all 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 his possession or under his control, and (unless prevented
by the owner thereof) any such property belonging to others which may be in his
possession or under his 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 he shall not
without written consent of the Board retain any copies thereof;




(b) if so requested send to the Company Secretary a signed statement confirming that
he has complied with Clause 19.1(a); and




(c) 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 himself or permit himself 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).



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19.2 In the event of a termination of Executive’s employment hereunder by the Executive with
Good Reason or by the Company without Cause (other than by reason of death), the Executive
shall be entitled to (a) salary at his Salary Rate through the date in which his 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 Clause 19.3 below, the sum of (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 (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 his termination. In the event that the Company terminates the Executive’s
employment without Cause under the provisions of Clause 17.1(ii) the parties acknowledge
that the Severance Payment will be inclusive of the Executive’s rights to be paid in lieu of
the 12 months’ notice period to which he is entitled under that Clause.




19.3 In the event that the Executive’s employment is terminated by the Company without Cause
under the provisions of Clause 17.1 (i) and the Company exercises all or any of its rights
under Clause 18.3 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.




19.4 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 up to and including the date of termination. For the
purposes of Clause 14 such termination shall be deemed to be a termination for Cause.



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




19.6 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 he may obtain.




	 	20.	 	EFFECT OF TERMINATION OF THIS AGREEMENT






20.1 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.




	 	21.	 	GENERAL RELEASE






Notwithstanding any provision herein to the contrary, prior to payment of any amount
pursuant to Clauses 15.2 and 19.2, the Executive shall execute a valid general release, in
the form attached hereto (except to the extent that the Company considers that a change in
law or any current practice existing at the date of termination 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.




	 	22.	 	OTHER TERMS AND CONDITIONS






22.1 Pursuant to the Original Agreement, 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 which will begin on a date to be
agreed , 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 his duties
hereunder to the satisfaction of the Board.




(c) If the Executive is dissatisfied with any disciplinary decision or if he has any
grievance relating to his employment hereunder he should refer such



15









 







disciplinary decision or grievance to the Board and the reference will be dealt with
by discussion at and decision of a duly convened meeting of the Board.




(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.




	 	23.	 	NOTICES






Any notice to be given hereunder shall be in writing. Notice to the Executive shall be
sufficiently served by being delivered personally to him or be being sent by first class
post addressed to him at his 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.




	 	24.	 	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 his employment which
shall be deemed to have been terminated by mutual consent with effect from the commencement
of this Agreement.




	 	25.	 	ENTIRE AGREEMENT/AMENDMENT






This Agreement, together with the previous employment agreement dated 5th May 2009, contains
the entire understanding of the parties with respect to the employment of the Executive by
the Company. There are no restrictions, agreements, promises, warranties, covenants or
undertakings between the parties with respect to the subject matter herein other than those
expressly set forth therein. This Agreement may not be altered, modified, or amended except
by written instrument signed by the parties hereto.



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	 	26.	 	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 15 or 19, as applicable.




	 	27.	 	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.




	 	28.	 	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.




	 	29.	 	CO-OPERATION






During employment by the Company and thereafter, the Executive shall provide his reasonable
co-operation 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 co-operation 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.



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	 	30.	 	GOVERNING LAW






English law shall apply to this Agreement.




	 	31.	 	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

	 	 	)	 	/s/ Rupert Villers	 
	and DELIVERED by

	 	 	)	 	 	 	 	 	 	 	 	 
	Rupert Villers

	 	 	 	 	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Witness
Signature: /s/ Nicola Yetton
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Witness Name: Nicola Yetton
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Witness
Address: [Addressed intentionally omitted]
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Witness
Occupation: PA
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 





	 	 	 	 	 
	 	ASPEN INSURANCE UK SERVICES LIMITED

 	 
	 	By: 	/s/ Mike Cain	 
	 	 	Name:  	Mike Cain 	 
	 	 	Title:  	Group General Counsel	 



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DATED ____________________________




ASPEN INSURANCE UK SERVICES LIMITED (1)




and




RUPERT CARLOS CHWOLES VILLERS




 






COMPROMISE AGREEMENT




 












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




BETWEEN:





	(1)	 	ASPEN INSURANCE UK SERVICES LIMITED, (Registered in England No. 1184193), 30 Fenchurch
Street, London EC3M 3BD, England (formerly known as (the “Company”); and
	 
	(2)	 	Rupert Villers of [Address intentionally omitted] (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 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”).




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	3.	 	PAYMENT OF SALARY ETC
	 
	 	 	The Company will continue to provide the Executive with his 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 his accrued but untaken holiday
(less such deductions for income tax and national insurance as are required by law).
	 
	4.	 	TERMINATION SUMS
	 
	 	 	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 19.2 (b) of
the Service Agreement;
	 
	 	(ii)	 	the sum of £[appropriate figure to be inserted] in respect of the Executive’s
entitlement to a Severance Payment, as calculated and defined in accordance with
Clauses 19.2(c) and 19.3 of the Service Agreement; and
	 
	 	(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 19.2(d)
of the Service Agreement.






	 	 	The sums set out in (i) to (iii) above will be subject to such deductions for income tax and
national insurance as are required by law and will be paid to the Executive within [14] days
of the date of signature by him of this Agreement and signature by his legal adviser of the
attached certificate. Payment will be made by transfer to the Executive’s bank account.
	 
	5.	 	SHARE OPTIONS
	 
	 	 	[The Company confirms that the extent to which share options and other equity-based awards
held by the Executive as at the Termination Date shall be exercisable following the
Termination Date will be determined solely in accordance with terms of the agreements under
which such share options and other equity-based awards were granted.] or [Other than in
relation to share options and other equity-based awards granted to the




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	 	 	Executive prior to the date of the Service Agreement which shall vest and be exercisable in
accordance with the terms of their grant agreements, the Company confirms that all share
options and other equity-based awards granted to the Executive have vested and will remain
exercisable for the remainder of their terms.]1






	6.	 	WAIVER OF CLAIMS
	 
	 	 	The Executive accepts the terms set out in this Agreement in full and final settlement of
all and any claims that he has or may have against the Company or any other Group Company or
any of its or their current or former shareholders, directors, officers, employees or
agents, whether contractual (whether known or unknown, existing now or in the future),
statutory or otherwise, arising out of or in connection with his employment with the Company
or the termination of his employment. The Executive also agrees to waive irrevocably and
release the Company and all Group Companies (and all of its or their current or former
shareholders, directors, officers, employees or agents) from and against any claims whether
contractual (whether known or unknown, existing now or in the future), statutory or
otherwise, arising out of or in connection with his employment with the Company or the
termination of his employment. This waiver shall not apply in relation to any claim
relating to his pension rights that have accrued up to the Termination Date.
	 
	7.	 	CONFIRMATION OF NO BREACHES
	 
	 	 	The Executive confirms and warrants to the Company that he has not at any time during his
employment committed a fundamental breach of the terms of the Service Agreement.
	 
	8.	 	LEGAL ADVICE
	 
	 	 	The Executive confirms that he has received advice from [name of legal advisor] of [name and
address of solicitors], 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 his ability to pursue his rights before an employment tribunal.
The Executive will procure that his legal adviser signs the attached legal adviser’s
certificate, which forms part of this Agreement.
	 
	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







 




			
	1	 	Second alternative to be used in the event of
qualifying termination in connection with a Change of Control under Clause 15.2
of the Service Agreement.




22









 











	 	 	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 his 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 he might seek to
bring arising from his employment or termination of employment. This agreement relates to
his 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.	 	POST-TERMINATION RESTRAINTS
	 
	 	 	The Executive acknowledges that the provisions of Clause 11 (Confidentiality) and Clause 14
(Restrictive Covenants) of the Service Agreement will (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 notwithstanding the termination of his employment.
	 
	11.	 	RETURN OF COMPANY PROPERTY
	 
	 	 	Before any payment under Clause 4 above is made, the Executive will, in accordance with
Clause 19.1(a) 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 his possession or under his control, and
(unless prevented by the owner thereof) any such property belonging to others which may be
in his possession or under his control and which relates in any way to the business or
affairs of the Company or any other Group Company or any supplier,




23









 






	 	 	agent, distributor or customer of the Company or any other Group Company, and he confirms
that he has not retained any copies thereof.






	12.	 	CONFIDENTIALITY
	 
	 	 	Save by reason of any legal obligation or to enforce the terms of this letter, the Executive
will not:






	 	(a)	 	disclose the existence or terms of this Agreement to anyone (other than to the
Executive’s professional advisers, the Inland Revenue 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.






	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 imposed by any competent taxation authority.




24









 












	16.	 	ENTIRE AGREEMENT
	 
	 	 	This letter sets out the entire agreement between the Executive and the Company and, save as
set out in Clauses 5 and 10 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.





	 	 	 	 	 
	 	 
	 
 	 
	Rupert Villers 	 





	 	 	 	 	 
	dated	 





	 	 	 	 	 
	 
 	 
	For and on behalf of Aspen Insurance UK Services Limited 	 





	 	 	 	 	 
	dated	 
	 	 




25









 





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 []as to the terms and effect of this Agreement and its effect on his
ability to pursue his 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 []in respect of loss arising in
consequence of such advice.




____________________________

[name of adviser]




____________________________

date






LN
304995.2 10434 00237  —  17-November-2004


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