Exhibit
10.1


    
    
    
    
    
    
    
    



JULIAN
MICHAEL CUSACK

AND

ASPEN INSURANCE
HOLDINGS
LIMITED

    
    



	
				
	


AMENDED
AND RESTATED 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					3	







	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					7	







	14.			RESTRICTIVE
COVENANTS					8	







	15.			TERMINATION BY
RECONSTRUCTION OR AMALGAMATION; CHANGE IN
CONTROL					9	







	16.			TERMINATION OF
EMPLOYMENT BY THE COMPANY FOR
CAUSE					10	







	17.			TERMINATION
OF EMPLOYMENT BY THE COMPANY WITHOUT
CAUSE					11	







	18.			TERMINATION
OF EMPLOYMENT BY THE
EXECUTIVE					11	







	19.			OBLIGATIONS
UPON TERMINATION OF EMPLOYMENT; CERTAIN OTHER
TERMINATIONS					12	







	20.			EFFECT
OF TERMINATION OF THIS
AGREEMENT					14	







	21.			GENERAL
RELEASE					14	







	22.			OTHER TERMS AND
CONDITIONS					14	







	23.			NOTICES					15	







	24.			PREVIOUS
AND OTHER AGREEMENTS					15	







	25.			ENTIRE
AGREEMENT/AMENDMENT					15	







	26.			ASSIGNMENT					15	







	27.			SEVERABILITY					16	







	28.			SUCCESSORS/BINDING
AGREEMENT					16	







	29.			CO-OPERATION					16	







	30.			GOVERNING
LAW					16	







	31.			COUNTERPARTS					16	







	






i















AMENDED
AND RESTATED SERVICE AGREEMENT


DATE: TBA —
commencement following the transfer of Group CFO responsibilities to a
newly appointed Group
CFO

PARTIES:

		
	(1) 	JULIAN
MICHAEL CUSACK of ‘Baywatch’, 8 Williamsville
Place, Southampton, Bermuda (the
‘‘Executive’’);
and


		
	(2) 	ASPEN INSURANCE HOLDINGS
LIMITED incorporated in the Islands of Bermuda whose registered
office is at the Maxwell Roberts Building, 1 Church Street, Hamilton HM
11, Bermuda (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 the Company; or any other
entity designated by the Board in which the Company 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 the Company from time to
time;
			


			
	‘‘Group’’		means
the Company and its Affiliates (and ‘‘Group
Company’’ means the Company or any one of its
Affiliates);
			


			
	‘‘Manager’’		means
the President and Chief Operating Officer of the Company or such other
person as the Company may nominate from time to time 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


This Agreement shall serve as a complete
amendment and restatement of the Service Agreement entered into between
Julian Cusack and Aspen Insurance Holdings Limited, dated 24
September  2004 (the ‘‘Original
Agreement’’). Except as otherwise provided herein, all
terms of the Original Agreement shall be superseded by the terms of
this Agreement and, upon execution of this Agreement, the Original
Agreement shall be of no further force and
effect.

			
		3. 	POSITION


The
Company shall employ the Executive as Chairman, Aspen Insurance
Ltd.

			
		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 the the Maxwell Roberts Building, 1 Church
Street, Hamilton HM 11, Bermuda, or such other place as the Company and
the Executive shall mutually agree, provided that the Executive shall
not be required to reside outside Bermuda or the United
Kingdom;

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

(d)    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;

(e)    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

(f)    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, (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, and (d) managing his personal investments and
affairs, provided that such activities set forth in this Clause 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
$300,000 per annum, subject to increase pursuant to Clause 6.3., which
shall be inclusive of any fees to which the Executive may be entitled
as a director of the Company or of any other Group Company. The Company
shall pay a housing alowence in respect of the Executive’s
primary residence in Bermuda during the term of his employment. Prior
to such payment the Executive shall provide to the Company any
substantiation for such expenses requested by the Company.
Notwithstanding the foregoing, the maximum amount the Company shall pay
in respect of housing allowance shall be $144,000 per
annum.

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6.2    The Executive shall be
eligible for a cash bonus, based on a bonus potential of 60%,
during his employment hereunder of such amounts (if any) at such times
and subject to such conditions as the Compensation Committee of the
Board (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 installments; each monthly installments 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 installments 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 continue to be a member of the pension scheme
established by the Board (the ‘‘Scheme’’).
The Executive’s membership in the Scheme shall be subject to the
provisions thereof as may be amended from time to
time.

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
Executive will be eligible for 2 Business Class return airfares per
annum from Bermuda to the UK for himself, spouse and dependent
children. The Executive will also be eligible for reimbursement of
reasonable expenses if he is required to move location to take up
employment with a Group Company and reimbursement of reasonable
expenses in connection with relocation to the UK upon termination
(other than for Cause) in an amount to be agreed with the CEO at the
time of such termination.

7.4    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 traveling, 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 Bermuda,
during his employment hereunder, the Executive shall be entitled to 30
working days’ paid holiday per holiday year and, if applicable,
such additional days as are set out in the Company’s standard
terms and conditions of employment from time to time, during each
holiday year to be taken at such time or times as may be agreed with
the Manager. Except as otherwise provided in the Company’s
holiday policy, the Executive 

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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.

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 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 7.4.

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 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;


4









			
		(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.

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.

13.2    The Executive shall not, except in
accordance with the Compnay’s Gift and Hospitality Policy and
any other code of conduct adopted by the Board 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 Company’s 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;

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‘‘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 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 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.

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		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: (a) other than
share options and other equity based awards granted prior to the date
of this Agreement, which shall vest and be exercisable in accordance
with the terms of their grant agreements, all share options and other
equity — based awards shall immediately vest and remain
exercisable for the remainder of their terms; and (b) (i) if the
aggregate of all payments or benefits made or provided to the Executive
under this Agreement and under all other plans and programs of the
Company exceeds 2.99 times the Executive’s ‘‘base
amount’’, as defined in Section 280(b)(3) of the Internal
Revenue Code of 1986, as amended (the
‘‘Code’’), (the ‘‘Executive
Limit Amount’’), by 10% or less of such Executive
Limit Amount, the amounts constituting ‘‘parachute
payments’’ within the meaning of Section 280G(b)(2) (the
‘‘Parachute Amount’’) which would otherwise
be payable to or for the benefit of the Executive shall be reduced to
the extent necessary so that the Parachute Amount is equal to the
Executive Limit Amount; or (ii) if the aggregate of all payments or
benefits made or provided to the Executive under this Agreement and
under all other plans and programs of the Company exceeds the Executive
Limit Amount by more than 10% of such Executive Limit Amount,
the Company shall pay to the Executive, as and when due any excise tax
imposed by Section 4999 of the Code is payable with respect to such
payment, an additional amount which, after the imposition of all
income, employment, excise and other taxes thereon, is equal to the
excise tax imposed on such payment.

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

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

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

			
		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, (iv) 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.

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:

(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

8









			
		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)    forthwith tender his resignation as a
Director of the Company and of any other Group Company without
compensation, but without prejudice to any other rights which he may
have under this Agreement. 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 sign any documents and do any
things necessary to give effect thereto, if the Executive shall fail to
sign or do the same himself.

(b)    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;

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

(d)    not at any
time make any untrue or misleading oral or written statement concerning
the business and affairs of the Company or any other Group Company or
represent 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).

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. In the event of a termination of the
Executive’s employment hereunder by the Executive for Good
Reason or by the Company without Cause (other than by reason of death)
within 12 months of the commencement of the employment as Chairman,
AIL, then the entitlements described above will be multiplied by
two.

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 

9










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    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.

19.5    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    The Executive’s period of
continuous employment which began on 1st July  1989
shall be recognised by the Company.

22.2    The
Company shall maintain a directors’ and officers’
liability insurance policy covering the Executive which is no less
favorable than the policy covering other senior executive officers of
the Company. In addition, the Company expressly acknowledges that the
Executive is in the class of individuals entitled to be an
‘‘Indemnified Person’’ (as such term is
defined in the Amended and Restated Bye-Laws of the Company (the
‘‘Bye-Laws’’)). As such, the Executive
shall be entitled to the greatest of any and all protections regarding
indemnity, insurance and advancement and reimbursement of expenses
provided under the Bye-Laws as in existence on the date hereof, the
directors’ and officers’ policy described above, or such
greater protection as may be provided under applicable law;
provided, however, that if the Bye-Laws are amended after
the date hereof, and, as amended, they provide greater benefits than
the existing Bye-Laws, the Executive shall be entitled to such greater
benefits.

22.3    In the event that a new Bermuda work
permit is required to enable the Executive to take up his new position,
and the Company is unable to obtain such a permit (other than by reason
of an action by the Executive) so within 6 months after the Executive
was scheduled to take on his new position, then the Company will use
reasonable efforts to provide the Executive with alternative employment
in Bermuda or the United Kingdom with the Company or one of its
Affiliates at a level commensurate with the proposed role of Chairman,
AIL. If the Company is unable to do so, then the Executive’s
employment with the Company will be terminated by mutual agreement, but
the Executive will receive the financial benefits of this contract on
the same terms as if he had been terminated without
Cause.

			
		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 

10










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 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 herein. This Agreement may not be altered, modified, or
amended except by written instrument signed by the parties
hereto.

			
		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.

			
		30. 	GOVERNING
LAW


Bermuda 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.

11









    
    
    
    
    
    
    
    
    



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

    



SIGNED as a
Deed                                              )
and
DELIVERED
by                                           )

JULIAN
MICHAEL CUSACK                        )
in the
presence
of:                                                )

Witness
Signature:

Witness Name:

Witness
Address:

Witness
Occupation:

	
			
	



		ASPEN INSURANCE
HOLDINGS
LIMITED





		By:                                                                             





		         Name:
         Title:




12









    
    
    
    
    
DATED
                                                                    


    
    
    



ASPEN
INSURANCE HOLDINGS LIMITED
(1)

    
    
and

    
    
JULIAN
MICHAEL
CUSACK
    
    
    



	
				
	


    
SEVERANCE
AGREEMENT
    

	
				
	


    
    
    
    
    
    
LeBoeuf,
Lamb, Greene & MacRae
1 Minster Court
Mincing
Lane

London EC3R 7YL

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

www.llgm.com


13










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

BETWEEN:

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


		
	(2) 	JULIAN MICHAEL
CUSACK of Baywatch, 8 Williamsville Drive, Southampton, Bermuda
(hereinafter referred to as the
‘‘Executive’’).



IT
IS AGREED AS
FOLLOWS:

		
	1. 	INTERPRETATION


			
		(i) 	In
this
Agreement:


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


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


			
	‘‘Group’’
		means the Company and its Affiliates (and
‘‘Group Company’’ means the Company or any
one of its Affiliates).;
			


			
	‘‘Option
Agreement’’ 		means the nonqualified share
option agreement entered into by the Executive and the Company on
20  August  2003;
and
			


			
	‘‘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’’).

		
	3. 	PAYMENT
OF SALARY ETC


TheCompany 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


14









			
		(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.

		
	4. 	SHARE OPTIONS


[The
Company confirms that:

(a)    with respect to
share options issued under the Option Agreement; notwithstanding any
provision in the Option Agreement to the contrary, the Shares
underlying the Time Option (as defined in the Option Agreement) that
remain unvested at the date of this Agreement shall vest and become
exercisable on 31 December  2006; and the Shares underlying the
Performance-Accelerated Option (as defined in the Option Agreement)
that remain unvested at the date of this Agreement shall continue to
vest and become exercisable in accordance with the provisions of clause
2(b) of the Option Agreement; and

(b)    with repect to
other share options, the extent to which share options 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 were granted.]
or [Other than in relation to share options granted to the
Executive prior to the date of the Service Agreement, the Company
confirms that all share options 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, the Board 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 and his directorship of the Company and any Group Company or
his resignation therefrom. The Executive also agrees to waive
irrevocably and release the Company, the Board 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 and
his directorship of the Company and any Group Company or his
resignation therefrom. 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. 	SATISFACTION OF STATUTORY
CONDITIONS


The Executive is aware of his rights under
the Employment Act 2000 and the Human Rights Amendment Act 1987 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 under the Employment Act 2000 and the
Human Rights Amendment Act 1987.

	


		
	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.


15









		
	9. 	RESIGNATION
OF DIRECTORSHIP


At the same time as executing this
Agreement the Executive will resign with immediate effect from his
directorship of the Company and from all directorships and offices held
with other Group Companies (and all related trusteeships) by signing
and delivering the attached letters of
resignation.

		
	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(b) of the
Service Agreement, deliver up to the Company all vehicles, keys, credit
cards, correspondence, documents, specifications, reports, papers and
records (including any computer materials such as discs or tapes) and
all copies thereof and any other property (whether or not similar to
the foregoing or any of them) belonging to the Company or any other
Group Company which may be in 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 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.


		
	13. 	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.

		
	14.	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.

16









		
	15. 	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.

		
	16. 	APPLICABLE
LAW


This agreement is subject to Bermuda law and the
exclusive jurisdiction of the Bermuda
courts.

    
    
    




                                                                            

Julian
Michael
Cusack

    

                                                                            

dated

    

                                                                            

For
and on behalf of Aspen Insurance Holdings
Limited

    

                                                                            

dated

17









To the board of
Directors
Aspen Insurance Holdings
Limited

    
    
    
    
    
[date]
    
    
    
    



Dear
Sirs

Aspen Insurance Holdings Limited (the
‘‘Company’’)

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

Yours
faithfully

    
    
    



SIGNED
as a
DEED                                          )
and
DELIVERED                                               )
by
JULIAN MICHAEL CUSACK                     )
in the
presence
of:                                               )

    



Witness
Signature:

Witness Name:

Witness
Address:

[note: separate individual similar
letters of resignation should be produced for any other Group companies
of which the individual is a
director]

18