EXHIBIT 10.6













                              CHRISTOPHER DAVID MAY

                                       AND


                       ASPEN INSURANCE UK SERVICES 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...................................................................4

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......................................................7

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....................10

18. TERMINATION OF EMPLOYMENT BY THE EXECUTIVE................................10

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

20. EFFECT OF TERMINATION OF THIS AGREEMENT...................................13

21. GENERAL RELEASE...........................................................13

22. OTHER TERMS AND CONDITIONS................................................14


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23. NOTICES...................................................................14

24. PREVIOUS AND OTHER AGREEMENTS.............................................14

25. ENTIRE AGREEMENT/AMENDMENT................................................15

26. ASSIGNMENT................................................................15

27. SEVERABILITY..............................................................15

28. SUCCESSORS/BINDING AGREEMENT..............................................15

29. CO-OPERATION..............................................................15

30. GOVERNING LAW.............................................................15

31. COUNTERPARTS..............................................................16









                     AMENDED AND RESTATED SERVICE AGREEMENT

DATE:    10 March 2005

PARTIES:

(1) CHRISTOPHER DAVID MAY of Hobs Hawth, 52 Chislehurst Road, Chislehurst, Kent,
    BR7 5LD (the "Executive"); and

(2) ASPEN INSURANCE UK SERVICES LIMITED (Registered in England No. 1184193), 100
    Leadenhall Street, London, EC3A 3DD, England (formerly known as Wellington
    Re Services Limited) (the "Company").

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 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 Christopher David May and Wellington
    Re Services Limited, dated 21 June 2002 (the "Original Agreement"). Except
    as otherwise provided herein, all terms of the Original Agreement shall be
    superceded 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 Head of Casualty Reinsurance and
    Chief Casualty Officer.

    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 100 Leadenhall Street, London EC3A 3DD, 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;

        (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

                                       2



        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
    (pound)205,000 per annum, subject to increase pursuant to Clause 6.3.

    6.2 The Executive shall be eligible for a cash bonus 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.


                                       3



    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 instalment 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 instalment 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 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.


                                       4




    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 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 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


                                       5


    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,
    in 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;

    (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.


                                       6



    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 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:



                                        7


    "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 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),


                                       8



    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.

    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;



                                       9


    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 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


                                       10


    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) an adverse change in the Executive's
    reporting relationship, or (v) 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



                                       11


    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).

    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



                                       12


    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.

    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.



                                       13


    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 began on 11
        September 1995, 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 disciplinary decision or grievance to the Board of Aspen
        Insurance UK Limited and the reference will be dealt with by discussion
        at and decision of a duly convened meeting of the Board of Aspen
        Insurance UK Limited.

        (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.



                                       14


    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

    English law shall apply to this Agreement.



                                       15


    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.















                                       16




         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               )
CHRISTOPHER DAVID MAY          )
in the presence of:            )

Witness Signature:

Witness Name:

Witness Address:

Witness Occupation:




                                             ------------------------------



                                              ASPEN INSURANCE UK SERVICES
                                              LIMITED


                                              By:
                                                  ---------------------------
                                                  Name:
                                                  Title:








                                       17







                       DATED
                             ---------------------------






                     ASPEN INSURANCE UK SERVICES LIMITED (1)




                                       AND





                            CHRISTOPHER DAVID MAY (2)





                       ------------------------------------

                              COMPROMISE AGREEMENT

                       ------------------------------------





                         LEBOEUF, LAMB, GREENE & MACRAE
                                 1 MINSTER COURT
                                  MINCING LANE
                                 LONDON EC3R 7YL

                            TEL: +44 (0)20 7459 5000
                            FAX: +44 (0)20 7459 5099
                                  www.llgm.com
                                  ------------


                                       18



THIS AGREEMENT is made as of the       day of              [20[  ]]
                                 -----        ------------
BETWEEN:

(1) ASPEN INSURANCE UK SERVICES LIMITED, (Registered in England No. 1184193),
    100 Leadenhall Street, London EC3A 3DD, England (formerly known as
    Wellington Re Services Limited) (the "Company"); and

(2) CHRISTOPHER DAVID MAY of [address] (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").

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).


                                       19




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)   (pound)[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 (pound)[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 (pound)[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 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





-----------------------
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.


                                       20



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 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.


                                       21




(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, 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);


                                       22



    (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.

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.





                                       23




18. APPLICABLE LAW

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



------------------------------------
Christopher David May


------------------------------------
dated



------------------------------------
For and on behalf of Aspen Insurance UK Services Limited



-------------------------------------
dated







                                       24




                           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 Christopher David
May 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
Christopher David May in respect of loss arising in consequence of such advice.



----------------------------
[name of adviser]



----------------------------
dated
























                                       25