Exhibit
4.3

CERTIFICATE OF
DESIGNATION

OF

PERPETUAL PREFERENCE
SHARES

OF

ASPEN INSURANCE HOLDINGS
LIMITED

ASPEN INSURANCE HOLDINGS LIMITED, a Bermuda company (the
‘‘Company’’), hereby
certifies that pursuant to resolutions of the Board of Directors of the
Company duly adopted on October 17, 2005 and of the Pricing Committee
of the Board of Directors duly adopted on December 6, 2005, the
creation and issue of up to 4,600,000 Perpetual Preference Shares, par
value 0.15144558¢ per share (the
‘‘Perpetual Preference
Shares’’), was authorized and the designation,
rights, preferences, privileges and qualifications, limitations and
restrictions of the up to 4,600,000 Perpetual Preference Shares (in
addition to the applicable provisions set forth in the Company’s
Memorandum of Association (the ‘‘Memorandum of
Association’’) and Amended and Restated Bye-Laws
(the ‘‘Bye-Laws’’), were
fixed as follows:

1.    Designation.

The
designation of this series of preference shares shall be the
‘‘Perpetual Preference Shares,’’ and the
number of shares constituting this series shall be up to 4,600,000. The
Perpetual Preference Shares shall have a liquidation preference (the
‘‘liquidation preference’’)
of U.S.$50 per Perpetual Preference Share, and shall be issuable upon
conversion of the Perpetual PIERS at the option of the holder of the
Perpetual PIERS in accordance with the Certificate of Designation of
the Perpetual PIERS. The number of authorized Perpetual Preference
Shares may be reduced (but not below the number of the Perpetual PIERS
then issued and outstanding and the number of Perpetual PIERS issuable
upon exercise of the Underwriter’s option pursuant to the
Underwriting Agreement) by further resolution duly adopted by the Board
of Directors. No such reduction shall affect the due authorization of
any issued and outstanding Perpetual Preference Shares of this
series.

2.    Definitions.    As used herein, the
following terms shall have the following
meanings:

‘‘Affiliate’’
has the meaning ascribed to it, on the date hereof, under
Rule 405 of the Securities Act of 1933, as
amended.

‘‘Agent
Members’’ has the meaning assigned to such term
in Section 16.

‘‘Appointing Preference
Shares’’ mean any other class or series of
preference shares of the Company, including any Perpetual PIERS,
ranking equally with the Perpetual Preference Shares either as to
dividend rights or rights upon liquidation, winding-up or dissolution
and upon which like appointing rights have been conferred and are
exercisable.

‘‘Appointing
Rights’’ have the meaning assigned to such term
in Section 6(c).

‘‘Board of
Directors’’ means the Board of Directors of the
Company or, with respect to any action to be taken by the Board of
Directors, any committee of the Board of Directors duly authorized to
take such action.

‘‘Business
Day’’ means a day that is a Monday, Tuesday,
Wednesday, Thursday or Friday and is not a day on which banking
institutions in New York City or Bermuda generally are authorized or
obligated by law or executive order to close.

‘‘Capital Stock’’ of any
Person means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests
in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such
equity.

‘‘Closing Sale
Price’’ of the Ordinary Shares on any date means
the closing price per Ordinary Share (or if no closing price is
reported, the average of the closing bid and ask prices or, if more
than 

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one in either case, the average of the average
closing bid and the average closing ask prices) on such date as
reported on the principal United States national or regional securities
exchange on which the Ordinary Shares are listed or, if the Ordinary
Shares are not listed on a United States national or regional
securities exchange, as reported by The Nasdaq National Market or, if
the Ordinary Shares are not quoted on The Nasdaq National Market, as
reported by the principal other market on which the Ordinary Shares are
then traded. In the absence of such a quotation, the Closing Sale Price
will be an amount determined by a nationally recognized securities
dealer retained by the Company to make such determination.

‘‘Depositary’’ means,
with respect to Perpetual Preference Shares issuable in whole or in
part in the form of one or more Global Perpetual Preference Shares, a
clearing agency registered under Section 17A of the Exchange Act that
is designated to act as depositary for such Perpetual Preference
Shares, and initially shall be
DTC.

‘‘Depositary
Participant’’ means a member of, or participant
in, the Depositary.

‘‘Dividend Payment
Date’’ means January 1, April 1, July 1 and
October 1 of each year, commencing April 1,
2006.

‘‘Dividend
Period’’ means the period from and including a
Dividend Payment Date to, but excluding, the next Dividend Payment
Date, except that the initial Dividend Period will commence on and
include the Issue Date, and will end on and exclude the April 1, 2006
Dividend Payment Date.

‘‘Dividend
Rate’’ means (i) prior to the first Reset
Effective Date, the Initial Rate and (ii) on and after a Reset
Effective Date, the Reset Rate. For the avoidance of doubt, if none of
the holders of Perpetual Preference Shares elects to tender their
Perpetual Preference Shares for sale in a Remarketing during the
Remarketing Election Period, the rate will not be reset, and will
continue to equal the Initial
Rate.

‘‘Dividend Record
Date’’ means, with respect to each Dividend
Payment Date, 5:00 p.m. (New York City time) on the December 15,
March 15, June 15 or September 15 immediately
preceding such Dividend Payment
Date.

‘‘DTC’’ means
The Depository Trust Company.

‘‘Effective
Date’’ means the date on which a Fundamental
Change occurs.

‘‘Exchange
Act’’ means the United States Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated
thereunder.

‘‘Final Failed
Remarketing’’ has the meaning assigned to such
term in Section 12(g).

‘‘Final Remarketing
Date’’ means the twenty-first Settlement Period
Trading Day after the last day of the Remarketing Election Period.

‘‘Fundamental Change’’
means the occurrence of any of the following after the Issue
Date:

(a)    the consolidation or merger of the
Company with or into any other ‘‘person’’
(as this term is used in Section 13(d)(3) of the Exchange Act), or the
sale, lease, transfer, conveyance or other disposition, in one or a
series of related transactions, of all or substantially all of the
Company’s assets and those of its subsidiaries taken as a whole
to any ‘‘person’’ (as this term is used in
Section 13(d)(3) of the Exchange Act), other
than:

(i)    any
transaction:

(A)    that does not result in any
reclassification, conversion, exchange or cancellation of outstanding
shares of the Company’s Capital Stock;
and

(B) pursuant to which the holders of
50% or more of the total voting power of the Company’s
Capital Stock entitled to vote generally in elections of directors of
the Company immediately prior to such transaction have the right to
exercise, directly or indirectly, 50% or more of the total
voting power of the Company’s Capital Stock entitled to vote
generally in elections of directors of the continuing or surviving
Person 

2









immediately after giving effect to such
transaction (without giving effect to any adjustment of voting power as
provided in the Bye-Laws); or

(ii)    any
merger primarily for the purpose of changing the Company’s
jurisdiction of incorporation and resulting in a reclassification,
conversion or exchange of outstanding Ordinary Shares solely into
Ordinary Shares or shares of common stock of the surviving entity;
or

(b)    the adoption of a plan the
consummation of which would result in the liquidation, winding-up or
dissolution of the Company; or

(c)    the
acquisition, directly or indirectly, by any person or
‘‘group’’ (as such term is used in Section
13(d)(3) of the Exchange Act), of ‘‘beneficial
ownership’’ (as defined in Rule 13d−3 under the
Exchange Act) of more than 50% of the aggregate voting power of
the Company’s Capital Stock (without giving effect to any
adjustment of voting power as provided in the Bye-Laws);
or

(d) the first day on which a majority
of the members of the Board of Directors (exclusive of any Preference
Share Directors) are not Continuing Directors;
or

(e) the termination of trading of the
Ordinary Shares, which will be deemed to have occurred if the Ordinary
Shares (or other common stock into which the Perpetual PIERS become
convertible) are neither listed for trading on a United States national
securities exchange nor approved for listing on The Nasdaq National
Market or any similar United States system of automated dissemination
of quotations of securities prices, and no American Depositary Shares
or similar instruments for the Ordinary Shares are so listed or
approved for listing in the United
States.

‘‘Fundamental Change Notice
Date’’ means the date on which the Company gives
notice of a Fundamental Change to the holders, which date shall occur
within five Business Days after the Effective Date.

‘‘Global Perpetual Preference
Shares’’ has the meaning assigned to such term in
Section 16.

‘‘Holder’’ or
‘‘holder’’ means the Person
in whose name a Perpetual Preference Share is registered on the
Registrar’s books.

‘‘Initial
Rate’’ means 5.625% per
annum.

‘‘Initial Remarketing
Date’’ means the sixth Settlement Period Trading
Day after the last day of the Remarketing Election
Period.

‘‘Issue Date’’
means December 12, 2005, the original date of issuance of the Perpetual
PIERS.

‘‘Junior
Shares’’ mean the Ordinary Shares and any other
class of share capital or series of preference shares established after
the Issue Date by the Board of Directors, the terms of which do not
expressly provide that such class or series ranks senior to or on a
parity with the Perpetual PIERS as to dividend rights or rights upon
the liquidation, winding-up or dissolution of the
Company.

‘‘Liquidation
Distribution’’ has the meaning assigned to such
term in Section 8(a).

‘‘liquidation
preference’’ has the meaning assigned to such
term in Section 1.

‘‘London Banking
Day’’ means a day on which commercial banks are open
for business, including dealings in United States dollars, in
London.

‘‘Mandatory Redemption
Date’’ means:

(i) in
the case of a mandatory redemption upon a mandatory conversion of the
Perpetual PIERS, the third Business Day after the last day of the
applicable Stock Settlement Averaging Period, which shall commence on
the second Settlement Period Trading Day after the date on which the
Company issues a press release announcing the mandatory conversion of
the Perpetual PIERS; or

(ii) in the case
of a mandatory redemption upon a termination of a Remarketing, the
third Business Day after the applicable Stock Settlement Averaging
Period, which shall commence on the second Settlement Period Trading
Day after the last day of the Remarketing Election
Period.

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‘‘Moneyline Telerate
Page 3750’’ means the display on Moneyline
Telerate (or any successor service) on such page (or any other page as
may replace such page on such service) for the purpose of displaying
the London interbank rates of major banks for United States
dollars.

‘‘Nonpayment’’
has the meaning assigned to such term in Section 6(c).

‘‘NYSE’’ means the New
York Stock Exchange,
Inc.

‘‘Officer’’ means
the Chief Executive Officer, the Chief Financial Officer, the Chief
Operating Officer, the Secretary and the Assistant Secretary of the
Company.

‘‘Officers’
Certificate’’ means a certificate signed by two
Officers.

‘‘Opinion of
Counsel’’ means a written opinion from legal
counsel who is acceptable to the Transfer Agent. The counsel may be an
employee of or counsel to the Company or the Transfer
Agent.

‘‘Optional Redemption
Date’’ means:

(i)    in
the case of an optional redemption upon a Fundamental Change, the third
Business Day after the applicable Stock Settlement Averaging Period,
which shall commence on the second Settlement Period Trading Day after
the last day of the Remarketing Election Period;
or

(ii) in the case of an optional
redemption on or after January 1, 2009 not upon a Fundamental Change or
a mandatory conversion of the Perpetual PIERS, the day specified in the
notice of redemption.

‘‘Ordinary
Shares’’ mean the ordinary shares, par value
0.15144558¢ per share, of the Company, or any other class of
shares resulting from successive changes or reclassifications of such
Ordinary Shares consisting solely of changes in par value, or from par
value to no par value, or as a result of a subdivision, combination,
merger, consolidation or similar transaction in which the Company is a
constituent corporation.

‘‘Parity
Shares’’ mean the Perpetual Preference Shares and
any class of share capital or series of preference shares established
after the Issue Date by the Board of Directors, the terms of which
expressly provide that such class or series will rank on a parity with
the Perpetual PIERS as to dividend rights or rights upon the
liquidation, winding-up or dissolution of the
Company.

‘‘Paying
Agent’’ initially means Mellon Investors Services
LLC. The Company may, in its sole discretion, remove the Paying Agent
within 10 calendar days’ prior notice to the Paying Agent,
provided that the Company shall appoint a successor Paying Agent who
shall accept such appointment prior to the effectiveness of such
removal.

‘‘Perpetual
PIERS’’ mean the series of preference shares, par
value 0.15144558¢ per share, of the Company designated as the
5.625% Perpetual Preference Income Equity Replacement Securities
(Perpetual
PIERS).

‘‘Person’’
means any individual, corporation, general partnership, limited
partnership, limited liability partnership, joint venture, association,
joint-stock company, trust, limited liability company, unincorporated
organization or government or any agency or political subdivision
thereof.

‘‘Preference Share
Director’’ has the meaning assigned to such term
in Section 6(c).

‘‘Preferred
Stock,’’ as applied to the Capital Stock of any
Person, means Capital Stock of any class of classes (however
designated) that is preferred as the payment of dividends, or as to
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person over other shares of Capital Stock or any
other class of such Person.

‘‘Redemption
Date’’ means an Optional Redemption Date or a
Mandatory Redemption Date.

‘‘Redemption
Price’’ means U.S.$50 in cash per Perpetual
Preference
Share.

‘‘Register’’
means the register of issued Perpetual Preference Shares maintained by
the Registrar.

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‘‘Registrar’’
initially means Mellon Investors Services LLC. The Company may, in its
sole discretion, remove the Registrar within 10 calendar days’
prior notice to the Registrar, provided that the Company shall
appoint a successor Registrar who shall accept such appointment prior
to the effectiveness of such
removal.

‘‘Remarketing’’
has the meaning assigned to such term in Section
12(a).

‘‘Remarketing Agent’’
means the remarketing agent selected by the Company, including any
successor remarketing agents selected by the Company.

‘‘Remarketing Agreement’’ means
the Remarketing Agreement dated as of December 12, 2005, between the
Company and Lehman Brothers Inc., as Remarketing Agent, as amended from
time to time.

‘‘Remarketing
Date’’ means each of the Initial Remarketing Date,
the Second Remarketing Date, the Third Remarketing Date and the Final
Remarketing Date.

‘‘Remarketing Election
Period’’ means the period beginning at 9:00 a.m.
(New York City time) on the Business Day immediately following the
Fundamental Change Notice Date and ending at 5:00 p.m. (New York City
time) on the tenth Business Day immediately following the Fundamental
Change Notice Date; provided, however, that the tenth
Business Day may be extended up to the 20th Business Day if
required by applicable law in effect at that
time.

‘‘Remarketing Settlement
Date’’ means the third Business Day immediately
following the Final Remarketing
Date.

‘‘Reset Effective
Date’’ means the third Business Day immediately
following any Successful Remarketing or any Final Failed
Remarketing.

‘‘Reset Rate’’
means:

(i) in the case of a Successful
Remarketing, the rate per annum (rounded to the nearest one-thousandth
(0.001) of one percent per annum) which the Remarketing Agent
determines, in its reasonable judgment, is the lowest fixed rate per
annum that will enable it to remarket all of the Perpetual Preference
Shares tendered for sale in the Remarketing at a price per Perpetual
Share equal to U.S.$50.50 plus an amount equal to any declared and
unpaid dividends; provided, however, that the Company may
determine to reset the rate to a floating rate per annum based on
3-Month LIBOR, provided, further that such determination
by the Company may not, in the reasonable judgment of the Remarketing
Agent, adversely affect the Remarketing; and

(ii) in the case of a Failed Final
Remarketing, a floating rate per annum equal to 3-Month LIBOR plus 454
basis points,


provided, however, that the
Reset Rate will in no event be less than the Dividend Rate then in
effect or exceed the maximum rate permitted by applicable
law.

‘‘SEC’’ or
‘‘Commission’’ means the
United States Securities and Exchange
Commission.

‘‘Second Remarketing
Date’’ means the eleventh Settlement Period
Trading Day after the last day of the Remarketing Election
Period.

‘‘Securities
Act’’ means the United States Securities Act of
1933, as amended.

‘‘Senior
Shares’’ mean any class of share capital or
series of preference shares established after the Issue Date by the
Board of Directors, the terms of which expressly provide that such
class or series will rank senior to the Perpetual PIERS as to dividend
rights or rights upon the liquidation, winding-up or dissolution of the
Company.

‘‘Settlement
Date’’ means the third Business Day immediately
following a Remarketing Date.

‘‘Settlement
Period Trading Day’’ has the meaning assigned to
such term in the Certificate of Designation of the Perpetual
PIERS.

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‘‘Stock Settlement
Averaging Period’’ has the meaning assigned to
such term in the Certificate of Designation of the Perpetual PIERS.

‘‘Subsidiary’’ of any
Person means any corporation, association, partnership or other
business entity of which more than 50% of the total voting power
of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees
thereof that is at the time owned or controlled, directly or
indirectly, by (i) such Person, (ii) such Person and one or more
Subsidiaries of such Person or (iii) one or more Subsidiaries of such
Person.

‘‘Successful
Remarketing’’ has the meaning assigned to such
term in Section 12(f).

‘‘Third Remarketing
Date’’ means the sixteenth Settlement Period
Trading Day after the last day of the Remarketing Election
Period.

‘‘3-Month
LIBOR’’ means, with respect to the second London
Banking Day prior to the Reset Effective
Date:

(i)    therate for 3-month deposits in
United States dollars commencing on the Reset Effective Date; as that
appears on the Moneyline Telerate Page 3750 as of 11:00 a.m. (London
time) on the determination date, unless fewer than two such offered
rates so appear;

(ii)    if fewer than two
offered rates appear, or no rate appears, as the case may be, on the
determination date on the Moneyline Telerate Page 3750, the rate
calculated by the Remarketing Agent based on at least two offered
quotations after requesting the principal London offices of each of
four major reference banks in the London interbank market to provide
the Remarketing Agent with its offered quotation for deposits in United
States dollars for the period of three months, commencing on the Reset
Effective Date, to prime banks in the London interbank markets at
approximately 11:00 a.m. (London time) on that date and in a principal
amount that is representative for a single transaction in United States
dollars in that market at that time;

(iii)    if fewer than two offered quotations
referred to in clause (ii) are provided as requested, the rate
calculated by the Remarketing Agent as the arithmetic mean of the rates
quoted at approximately 11:00 a.m. (New York City time) on the
determination date by three major banks (which will not include
affiliates of the Company) in New York City selected by the Remarketing
Agent for loans in United States dollars to leading European banks for
a period of three months and in a principal amount that is
representative for a single transaction in United States dollars in
that market at that time; or

(iv)    if the
banks so selected by the Remarketing Agent are not quoting as mentioned
in clause (iii), the rate equal to the dividend rate on the Perpetual
PIERS.

‘‘Trading Day’’
means a day during which trading in securities generally occurs on the
NYSE or, if the Ordinary Shares are not listed on the NYSE, on the
principal other United States national or regional securities exchange
on which the Ordinary Shares are then listed or, if the Ordinary Shares
are not listed on a United States national or regional securities
exchange, on The Nasdaq National Market or, if the Ordinary Shares are
not quoted on The Nasdaq National Market, on the principal other market
on which the Ordinary Shares are then
traded.

‘‘Transfer
Agent’’ initially means Mellon Investors Services
LLC. The Company may, in its sole discretion, remove the Transfer Agent
with 10 days’ prior notice to the Transfer Agent;
provided, that the Company shall appoint a successor Transfer
Agent who shall accept such appointment prior to the effectiveness of
such
removal.

‘‘Underwriter’’
means Lehman Brothers Inc. as party to the Underwriting
Agreement.

‘‘Underwriting
Agreement’’ means the Underwriting Agreement with
respect to the Perpetual PIERS, dated December 6, 2005, between the
Company and the Underwriter, relating to the Perpetual
PIERS.

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3.    Ranking.    The
Perpetual Preference Shares will, with respect to dividend rights or
rights upon the liquidation, winding-up or dissolution of the Company,
rank (a) senior to all Junior Shares, including, without
limitation, the Ordinary Shares, (b) on a parity with all Parity
Shares, including, without limitation, the Perpetual PIERS,
(c) junior to any Senior Shares and (d) junior to all of the
Company’s existing and future debt
obligations.

4.    Dividend
Rights.

(a)    The holders of outstanding
Perpetual Preference Shares shall be entitled to receive dividends,
when, as and if declared by the Board of Directors out of funds legally
available for that purpose under Bermuda law and to the extent that at
the time of declaration and payment the Company has reasonable grounds
to believe that it is, and after the payment would be, able to pay its
liabilities as they become due and if the realizable value of its
assets would thereby not be less than the aggregate of its liabilities
and issued share capital and share capital premium accounts, at the
Dividend Rate of the liquidation preference. Dividends on the Perpetual
Preference Shares shall be payable quarterly in accordance with Section
5 on a non-cumulative basis on each Dividend Payment Date. If any
Dividend Payment Date is not a Business Day, then dividends will be
payable on the first Business Day following such Dividend Payment Date,
without accrual to the actual payment
date.

Dividends will be payable on Perpetual
Preference Shares issued after the Issue Date and (i) on a Dividend
Payment Date, from the date of issuance of such Perpetual Preference
Shares and (ii) on a date that is not a Dividend Payment Date, from the
Dividend Payment Date that immediately precedes the date of issuance of
such Perpetual Preference
Shares.

(b) Dividends shall be paid to the
holders of the Perpetual Preference Shares on the applicable Dividend
Record Date. The Dividend Record Date shall apply regardless of whether
any particular Dividend Record Date is a Business Day.

(c) Dividends payable on the Perpetual
Preference Shares on each Dividend Payment Date will be computed (1)
for any full Dividend Period, on the basis of a 360-day year of twelve
30-day months and (2) for any period shorter than a full Dividend
Period, on the basis of the actual number of days elapsed.

(d)    Dividends on the Perpetual Preference
Shares shall not be cumulative. To the extent that any dividends
payable on the Perpetual Preference Shares on any Dividend Payment Date
are not declared and paid, in full or otherwise, on such Dividend
Payment Date, then such unpaid dividends shall not accumulate and the
Company shall have no obligation to pay dividends for such Dividend
Period on or subsequent to such Dividend Payment Date, whether or not
dividends are declared on Perpetual PIERS for any subsequent Dividend
Period.

(e) So long as any Perpetual
Preference Shares remain outstanding, unless the full dividends for the
most recently ended Dividend Period on all outstanding Perpetual
Preference Shares and Parity Shares have been declared and paid (or
declared and a sum (or, if elected in accordance with Section 5,
Ordinary Shares) sufficient for the payment thereof has been set
aside): (i) no dividend whatsoever shall be declared or paid on the
Junior Shares; and (ii) no Junior Shares shall be purchased, redeemed
or otherwise acquired for consideration by the Company, directly or
indirectly (other than as a result of a reclassification of Junior
Shares for or into other Junior Shares, or the exchange or conversion
of one share of Junior Shares for or into another share of Junior
Shares). In such event, the restrictions set forth in the preceding
sentence shall continue until such time as full dividends on all
outstanding Perpetual Preference Shares and Parity Shares have been
declared and paid (or declared and a sum (or, if elected in accordance
with Section 5, Ordinary Shares) sufficient for the payment thereof has
been set aside) for four consecutive Dividend Periods.

(f) When dividends are not paid in full (or
duly provided for) on any Dividend Payment Date (or, in the case of
Parity Shares having dividend payment dates different from the Dividend
Payment Dates, on a dividend payment date falling within a Dividend
Period) upon the Perpetual Preference Shares and any Parity Shares, all
dividends declared upon the Perpetual Preference 

7









Shares and all such Parity Shares payable on
such Dividend Payment Date (or, in the case of Parity Shares having
dividend payment dates different from the Dividend Payment Dates, on a
dividend payment date falling within the Dividend Period related to
such Dividend Payment Date) shall be declared pro rata based on
the aggregate liquidation preference of the Perpetual Preference Shares
and such Parity Shares.

(g) Holders of
Perpetual Preference Shares shall have the Appointing Rights provided
in Section 6(c).

5.    Method of Payment of
Dividends.

(a)    Subject to the
restrictions set forth herein, dividends on the Perpetual PIERS may be
paid:

(i) in
cash;

(ii) by delivery of Ordinary Shares;
or

(iii) through any combination of cash
and Ordinary Shares.

(b)    Dividend payments
on the Perpetual Preference Shares will be made in cash, except to the
extent the Company elects to make all or any portion of such payment in
Ordinary Shares by giving notice, on the 10th Trading Day
prior to the applicable Dividend Record Date, to holders that the
Company has made such election and specifying the portion of such
payment that will be made in cash and the portion of such payment that
will be made in Ordinary Shares.

(c)    Ordinary Shares issued in full or partial
payment of a dividend shall be valued for such purpose at 97% of
the average Closing Sale Price of the Ordinary Shares for a five
consecutive Trading Day period ending on the third Trading Day
immediately prior to the applicable Dividend Payment Date;
provided, however, that the Company has a sufficient
number of Ordinary Shares authorized to make such
payment.

(d)    No fractional Ordinary Shares
will be delivered to holders in full or partial payment of a dividend.
A cash adjustment will be paid to each holder that would otherwise be
entitled to a fractional Ordinary Share based on the Closing Sale Price
on the Third Trading Day immediately preceding the applicable Dividend
Payment Date.

(e)    Notwithstanding the
provisions of Section 5(a), no full or partial payment of a dividend on
the Perpetual Preference Shares may be made by delivery of Ordinary
Shares unless, prior to 5:00 p.m. (New York City time) on the Business
Day immediately preceding the applicable Dividend Payment Date, the
Ordinary Shares to be delivered as payment therefor have been:

(i)    registered under the Securities Act, if
required, and if so, a registration statement is effective to permit
the resale of the Ordinary Shares by the holder thereof;

(ii) qualified or registered under applicable
state securities laws, if required; and

(iii)    approved for listing on the NYSE (or if
the Ordinary Shares are not listed on the NYSE, on the principal other
United States national or regional securities exchange on which the
Ordinary Shares are then listed or, if the Ordinary Shares are not
listed on a United States national or regional securities exchange, on
The Nasdaq National Market).

(f) In
connection with a Remarketing, the Company may determine the method of
dividend payment to become applicable to the Perpetual Preference
Shares effective as of the Settlement Date, in the event of a
Successful Remarketing occurs; provided, however, that such
determination may not, in the reasonable judgment of the Remarketing
Agent, adversely affect the Remarketing. In the event a Successful
Remarketing occurs, such method of dividend payment determined by the
Company shall become a provision of this Certificate of Designation,
effective as of the Settlement Date. In the event a Final Failed
Remarketing occurs, no change in the method of dividend payment shall
occur.

8








6.    Voting, Appointing
and Other Rights.


(a) The Perpetual
Preference Shares shall have no voting rights except as provided in
Section 6(b) and Section 7 and as required by Bermuda law from time to
time.

(b) Notwithstanding the Bye-Laws, so
long as any Perpetual Preference Shares remain outstanding, unless a
greater percentage shall then be required by applicable law, the
Company shall not, without the affirmative vote or written consent of
the holders of at least 66 2/3% of the aggregate liquidation
preference of the Perpetual Preference Shares then outstanding and all
series of Appointing Preference Shares then outstanding, voting or
consenting, as the case may be, together as a single
class:

(i)  authorize or issue any
class or series of Senior Shares (or any security convertible into or
exchangeable for Senior Shares); or

(ii)  amend the Memorandum of
Associations or Bye-Laws in such a manner that would materially
adversely affect the specified rights, preferences or privileges of
holders of the Perpetual Preference Shares.

For
the avoidance of doubt, the Company may create, authorize, increase the
authorized amount of, or issue any class or series of Parity Shares or
Junior Shares, without the affirmative vote or written consent of the
holders of the Perpetual Preference Shares, and in taking such actions
the Company shall not be deemed to have materially adversely affected
the specified rights, preferences or privileges of the holders of the
Perpetual Preference Shares.

(c) Whenever
full dividends on any Perpetual Preference Shares shall have not been
declared and paid for the equivalent of any six Dividend Periods,
whether or not consecutive (a
‘‘Nonpayment’’), the holders
of the Perpetual Preference Shares then outstanding and all series of
Appointing Preference Shares then outstanding, acting together as a
single class, will be entitled to the appointment (the
‘‘Appointing Rights’’) of a
total of two additional members to the Board of Directors (each, a
‘‘Preference Share
Director’’); provided that the appointment
of any such directors shall not cause the Company to violate the
corporate governance requirement of the NYSE as applied to United
States issuers (or any other securities exchange or automated quotation
system on which securities of the Company may be then listed) that
listed companies must have a majority of independent directors. In the
event of a Nonpayment, the number of members of the Board of Directors
shall automatically increase by two, subject to the Bye-Laws. The
Preference Share Directors shall be selected by the holders of at least
a majority of the aggregate liquidation preference of the Perpetual
Preference Shares and any Appointing Preference Shares at a special
meeting called at the request of the holders of at least 20% of
the then outstanding aggregate liquidation preference of the Perpetual
Preference Shares and any series of Appointing Preference Shares then
outstanding. Whether a majority of our Perpetual Preference Shares and
any Appointing Preference Shares have been affirmatively voted in favor
of an appointment shall be determined by reference to the aggregate
liquidation preference of the Perpetual PIERS and any Appointing
Preference Shares affirmatively voted at the meeting called to exercise
the Appointing Rights.

If the holders of the Perpetual Preference
Shares become entitled to the appointment of Preference Share Directors
to the Board of Directors, the Company shall promptly give notice to
all holders and take all action necessary, including calling a meeting
or circulating a consent to permit the nomination and selection of such
directors.

The Board of Directors shall promptly duly appoint
the Preference Share Directors selected by the holders of the Perpetual
PIERS and any series of Appointing Preference Shares then outstanding
in accordance with this Section 6(c). The Board of Directors shall,
subject to the Bye-Laws, determine which class or classes, as
applicable, of directors the Preference Share Directors shall be a part
of and shall allocate the Preference Share Directors to the class or
classes, as applicable, having the longest terms of office remaining at
the time of such appointment. Each Preference Share Director shall each
be entitled to one vote per director on any matter. If, at the time the
Appointing Rights are vested in the holders of the Perpetual Preference
Shares and any Appointing Preference Shares, there are not


9









two vacancies on the Board of Directors, the
Company will use its best efforts to increase the number of directors
constituting the Board of Directors.

So long as a Nonpayment
shall continue, any vacancy in the office of a Preference Share
Director (other than prior to the initial appointment of Preference
Share Directors after a Nonpayment) may be filled by the Board of
Directors pursuant to an exercise of the Appointing Rights of the
holders of at least a majority of the aggregate liquidation preference
of the Perpetual Preference Shares then outstanding and any other
Appointing Preference Shares then outstanding, acting together as a
single class.

When the term of a class of directors of which any
Preference Share Director is a part is expiring, the Board of Directors
shall set the size of such class of directors to be elected by the
holders of the Ordinary Shares at a level to include such Preference
Share Director duly appointed by the Board of Directors upon the
exercise of the Appointing Rights.

If and when dividends for four
consecutive Dividend Periods following a Nonpayment have been paid in
full (or declared and a sum (or, if elected in accordance with Section
5, Ordinary Shares) sufficient for the payment thereof has been set
aside), then the holders of the Perpetual Preference Shares shall be
divested of the Appointing Rights (subject to revesting of the
Appointing Rights in the event of any future Nonpayment pursuant to
this Section 6(c)) and, if and when the Appointing Rights of the
holders of the Perpetual Preference Shares and Appointing Preference
Shares shall have ceased, the office of the Preference Share Directors
(notwithstanding the class of directors such Preference Share Directors
shall be a part of) shall terminate forthwith and the number of
directors constituting the Board of Directors shall automatically be
reduced by two.

7.    Amendment or Modification;
Waiver.

(a)    To the extent permitted by
applicable law, the Board of Directors may modify the terms of this
Certificate of Designation without the consent of any holder of
Perpetual Preference Shares
to:

(i) evidence the succession of any
person to the obligations of the
Company;

(ii) add to the covenants for the
benefit of holders of the Perpetual Preference Shares or to surrender
any of the rights or powers of the Company under the Perpetual
Preference Shares;

(iii) cure any
ambiguity or correct or supplement any provisions that may be
inconsistent, provided that such action shall not adversely
affect the interest of the holders of the Perpetual Preference Shares
in any material respect; or

(iv) make any
other provision with respect to such matters or questions arising under
this Certificate of Designation which the Company may deem desirable
and which shall not adversely affect the interests of the holders of
the Perpetual Preference Shares in any material
respect.

(b) Except as provided below in
this Section 7(b), this Certificate of Designation may be amended,
modified or supplemented, and noncompliance in any particular instance
with any provision of this Certificate of Designation or the Perpetual
Preference Shares may be waived, in each case with the affirmative vote
or written consent of the holders of at least a majority of the
aggregate liquidation preference of the Perpetual Preference Shares
then outstanding, including any modification occurring in connection
with any merger or consolidation of the Company or
otherwise.

Without the written consent or the affirmative vote of
each holder of the Perpetual Preference Shares affected thereby (in
addition to the written consent or the affirmative vote of the holders
of at least a majority of the aggregate liquidation preference of the
Perpetual Preference Shares then outstanding), an amendment or
modification under this Section 7(b) may
not:

(i)    change any Dividend Payment
Date;

(ii)    reduce the Dividend
Rate;

10








(iii)    change the
place or currency of payment of the Perpetual Preference
Shares;

(iv)    impair the right to institute
suit for the enforcement of the Perpetual Preference Shares;

(v)    change the remarketing provisions set forth
in Section 12 in a manner that is adverse to the holders in any
material respect; or

(vi)    change the
percentage of liquidation preference whose holders must approve any
amendment or modification.

(c)  All of the
provisions of this Section 7 shall apply to the Perpetual Preference
Shares.

8.    Liquidation
Rights.


(a)    In the event of any
liquidation, winding-up or dissolution of the Company, whether
voluntary or involuntary, the holders of the Perpetual Preference
Shares shall be entitled to receive and to be paid out of the assets of
the Company available for distribution to its shareholders, after
satisfaction of liabilities of the Company and before any payment or
distribution shall be made on the Ordinary Shares or any other class of
shares ranking junior to the Perpetual Preference Shares upon
liquidation, winding-up or dissolution of the Company, the liquidation
preference plus declared but unpaid dividends thereon, if any, without
accumulation of any undeclared dividends (collectively, the
‘‘Liquidation
Distribution’’).

(b)    After the payment to the holders of the
Perpetual Preference Shares of the Liquidation Distribution to which
such holders are entitled as provided for in this Section 8, the
holders of Perpetual Preference Shares as such shall have no right or
claim to any of the remaining assets of the Company.

(c)    If, upon any liquidation, winding-up or
dissolution of the Company, the amounts payable with respect to the
Perpetual Preference Shares and any other share capital of the Company
ranking on a parity with the Perpetual Preference Shares upon
liquidation, winding-up or dissolution of the Company are not paid in
full, the holders of the Perpetual Preference Shares and of such other
share capital shall share ratably in any such distribution of assets of
the Company in proportion to the full respective liquidation
distributions to which they are
entitled.

(d)    Neither the sale, assignment,
transfer or lease of all or substantially all the assets or business of
the Company nor the merger or consolidation of the Company into or with
any other person shall be deemed to be a liquidation, winding-up or
dissolution, voluntary or involuntary, for the purposes of this
Section 8.

9.    Mandatory Redemption; Optional
Redemption.


(a)    The Company must redeem
the Perpetual Preference Shares, in whole but not in part, at the
Redemption Price, plus an amount equal to any declared and unpaid
dividends (but with no amount in respect of any dividends that have not
been declared prior to the Mandatory Redemption Date), out of funds
legally available for that purpose under Bermuda law and to the extent
the Company has reasonable grounds to believe that it is, and after the
payment would be, able to pay its liabilities as they become due, if
the Company:

(i)    exercises its right to
cause a mandatory conversion of the Perpetual PIERS in accordance with
the Certificate of Designation of the Perpetual PIERS;
or

(ii)    elects to terminate a Remarketing on
a day prior to a Remarketing Date.

The Company
must give a written notice of mandatory redemption by first class mail
to the holders of the Perpetual Preference Shares at their addresses
set forth in the Register on the date
that:

(i)    the Company issues a press release
announcing the mandatory conversion of the Perpetual PIERS, in the case
of a mandatory redemption upon a mandatory conversion of the Perpetual
PIERS; or

11








(ii)    the Company
elects to terminate a Remarketing, in the case of a mandatory
redemption upon a termination of a Remarketing;


provided however, that, in each case, if the
Perpetual Preference Shares are Global Perpetual Preference Shares
deposited with or on behalf of DTC, the Company may give such notice of
mandatory redemption in any manner permitted by DTC.

(b)    The Company may redeem the Perpetual
Preference Shares, in whole but not in part, at the Redemption Price,
plus an amount equal to any declared and unpaid dividends (but with no
amount in respect of any dividends that have not been declared prior to
the Optional Redemption Date), out of funds legally available for that
purpose and to the extent the Company has reasonable grounds to believe
that it is, and after the payment would be, able to pay its liabilities
as they become due:

(i)    at any time, upon a
Fundamental Change by giving a written notice of redemption, not
earlier than 9:00 a.m. (New York City time) on the first Settlement
Period Trading Day after the last day of the Remarketing Election
Period and not later than 5:00 p.m. (New York City time) on the second
Settlement Period Trading Day after the last day of the Remarketing
Election Period, to the Remarketing Agent and to the holders of our
Perpetual Preference Shares, by first class mail, at their addresses
set forth in the Register; or

(ii)    on or
after January 1, 2009, at any time by giving a written notice of
redemption, not less than 30 calendar days nor more than 60 calendar
days prior to the redemption date, by first class mail to the holders
of our Perpetual Preference Shares at their addresses set forth in the
Register;


provided however, that, in each
case, if the Perpetual Preference Shares are Global Perpetual
Preference Shares deposited with or on behalf of DTC, the Company may
give such notice of optional redemption in any manner permitted by
DTC.

(c)     A notice of redemption shall
state:

(i) the Redemption Date;

(ii) the number of Perpetual Preference
Shares to be redeemed, which shall be all Perpetual Preference Shares
outstanding;

(iii) the CUSIP, ISIN or
similar number or numbers of the Perpetual Preference Shares to be
redeemed;

(iv) the Redemption Price and
the amount of declared and unpaid dividends, if any; and

(v) if certificated Perpetual Preference
Shares have been issued, the place or places where holders may
surrender certificates evidencing the Perpetual Preference Shares for
payment of the Redemption Price plus declared and unpaid dividends, if
any.

(d) On or prior to the Redemption
Date, the Company will deposit with the Paying Agent an amount in
immediately available funds (and Ordinary Shares in respect of payment
of declared and unpaid dividends, if any) sufficient to pay the
aggregate Redemption Price plus any declared and unpaid dividends;
provided that if such payment is deposited on the Redemption
Date, it must be received by the Paying Agent by 10:00 a.m. (New York
City time) on the Redemption Date. An amount equal to the Redemption
Price and any declared and unpaid dividends shall be paid to the
holders promptly following the later of (i) the Redemption Date and
(ii) the time of book-entry transfer or surrender of the certificate(s)
evidencing such Perpetual Preference Shares to the Paying Agent, as
applicable.

(e) If notice of redemption
has been duly given and the Paying Agent holds, on or before the
Redemption Date, immediately available funds (and Ordinary Shares in
respect of payment of declared and unpaid dividends, if any) sufficient
to pay the aggregate Redemption Price plus any declared and unpaid
dividends, then as of the Redemption Date:

12








(i) dividends
shall cease to be payable on such Perpetual Preference Shares;

(ii) all such Perpetual Preference Shares
shall no longer be deemed outstanding;
and

(iii) all rights with respect to such
Perpetual Preference Shares shall cease and terminate, except only the
right of the holders to receive an amount equal to the Redemption Price
plus any declared and unpaid
dividends.

(f) In connection with a
Remarketing, the Company may determine optional redemption provisions
to become applicable to the Perpetual Preference Shares effective as of
the Settlement Date, in the event a Successful Remarketing occurs;
provided, however, that such provisions may not, in the
reasonable judgment of the Remarketing Agent, adversely affect the
Remarketing. In the event a Successful Remarketing occurs, such
provisions determined by the Company shall become provisions of this
Certificate of Designation, effective as of the Settlement Date. In the
event a Final Failed Remarketing occurs, the Perpetual Preference
Shares will become, effective as of the Settlement Date, redeemable, at
the Company’s option, at any time.

10.    Maturity.


The Perpetual Preference Shares
have no stated maturity.

11. Fundamental
Change.

(a) In the event of a
Fundamental Change, the Company shall give notice of such Fundamental
Change to the holders, by first class mail, at their addresses set
forth in the Register on the Fundamental Change Notice
Date.

(b)    The notice of Fundamental Change
must state:

(i) the Fundamental Change
that has occurred; and

(ii) that a holder
of Perpetual Preference Shares may elect to tender for sale in a
remarketing the Perpetual Preference
Shares.

(c) In the event of a Fundamental
Change deemed to have occurred upon a termination of trading of the
Ordinary Shares under clause (e) of the definition of Fundamental
Change, the Company covenants to use its commercially reasonable
efforts to obtain the requisite permission of the Bermuda Monetary
Authority as expeditiously as possible to transfer any Perpetual
Preference Shares in connection with a Remarketing or any other
sale.

12.
 Remarketing


(a) Upon the
occurrence of a Fundamental Change at a time when Perpetual PIERS are
outstanding, the holders will be entitled to tender their Perpetual
Preference Shares, in whole or in part, for sale in a remarketing
pursuant to the Remarketing Agreement (a
‘‘Remarketing’’). Holders
that do not submit a notice of election during the Remarketing Election
Period in accordance with Section 12(b) may not participate in the
Remarketing.

(b) To tender for sale in a
Remarketing Perpetual Preference Shares held as a beneficial interest
in Global Perpetual Shares deposited with or on behalf of DTC, a holder
must deliver, during the Remarketing Election Period, to DTC the
appropriate instruction form to submit a notice of election to tender
for sale in a Remarketing. To tender for sale in a Remarketing
Perpetual Preference Shares that would be received on the Remarketing
Settlement Date as part of the Settlement Amount related to Perpetual
PIERS being converted in connection with the Fundamental Change, the
holder must deliver, during the Remarketing Election Period, to the
Transfer Agent a notice of election, substantially in the form of
Exhibit B attached hereto. Any notice of election submitted will be
irrevocable and may not be conditioned upon the level at which the
Reset Rate is established in the Remarketing.

(c) Promptly after 5:00 p.m. (New York City
time) on the last day of the Remarketing Election Period, the Company
shall determine those Perpetual Preference Shares that are eligible for
Remarketing and immediately provide DTC (or any successor clearing
agency) and the Remarketing Agent with a notice of Remarketing, setting
forth:

13








(i) the total
number of Perpetual Preference Shares to be tendered for sale in the
Remarketing;

(ii) the Initial Remarketing
Date;

(iii) whether the Perpetual
Preference Shares will be remarketed at a fixed or floating rate;
and

(iv) any optional redemption
provisions that will apply to the Perpetual Preference Shares effective
as of the Settlement Date; and

(v) the
changes, if any, to the method of dividend payment that will apply to
the Perpetual Preference Shares effective as of the Settlement
Date.

(d) To facilitate the remarketing of
Perpetual Preference Shares issuable upon voluntary conversion of
Perpetual PIERS in connection with the Fundamental Change, the Company
will issue the Perpetual Preference Shares on the date the notice of
election to tender for sale in a remarketing is submitted (rather than
the third Business Day immediately following the last day of the
applicable Stock Settlement Averaging Period), and deliver such
Perpetual Preference Shares on behalf of the holder to the Remarketing
Agent or an agent for the Company to be determined in the event the
Company elects to redeem the Perpetual Preference
Shares.

(e) On the Initial Remarketing
Date, the Remarketing Agent shall use its commercially reasonable
efforts to remarket at the lowest fixed rate per annum (unless the
Company has determined to remarket at a floating rate based on 3-Month
LIBOR) that will enable it to remarket the Perpetual Preference Shares
tendered for sale at a price, per Perpetual Preference Share, equal to
$50.50 plus an amount equal to any declared and unpaid dividends
thereon. If the Remarketing Agent cannot remarket the Perpetual
Preference Shares tendered for sale on the Initial Remarketing Date,
the Remarketing Agent will use its commercially reasonable efforts to
do so on the Second Remarketing Date. If the Remarketing Agent cannot
remarket the Perpetual Preference Shares tendered for sale on the
Second Remarketing Date, the Remarketing Agent will use its
commercially reasonable efforts to do so on the Third Remarketing Date.
If the Remarketing Agent cannot remarket the Perpetual Preference
Shares tendered for sale on the Third Remarketing Date, the Remarketing
Agent will use its commercially reasonable efforts to do so on the
Final Remarketing Date. In no event shall the Remarketing Agent
remarket the Perpetual Preference Shares tendered for sale at a fixed
rate per annum that is lower than 5.625% or exceeds the maximum
rate permitted by applicable law.

(f) If,
on or prior to 4:00 p.m. (New York city time) on a Remarketing Date, as
a result of efforts described in Section 12(e), the Remarketing Agent
determines that it is able to remarket all Perpetual Preference Shares
tendered for sale, a successful Remarketing (a
‘‘Successful Remarketing’’)
shall have occurred.

(g) If, as of 4:00
p.m. (New York City time) on the Final Remarketing Date, the
Remarketing Agent is unable to remarket all Perpetual Preference Shares
tendered for sale, (i) a final failed Remarketing (the
‘‘Final Failed
Remarketing’’) shall be deemed to have occurred,
(ii) the Remarketing Agent shall determine the Reset Rate, which shall
equal 3-Month LIBOR plus 454 basis points; and (iii) the Remarketing
Agent shall so advise by telephone DTC and the Company by approximately
4:30 p.m. (New York City time) on the Remarketing
Date.

(h) The Company will cause a notice
of the Reset Rate to be published on the third Business Day immediately
following the Remarketing Date on which the Reset Rate was determined
by publication in a daily newspaper in the English language of general
circulation in New York City, which is expected to be The Wall Street
Journal.

(i) For the avoidance of doubt,
in the event a Successful Remarketing occurs, a holder of Perpetual
Preference Shares issued upon a voluntary conversion of Perpetual PIERS
in connection with the Fundamental Change by the Company on the date
such holder submitted the notice of election to tender for sale in a
Remarketing (rather than on the Remarketing Settlement Date) pursuant
to Section 15(d) of the Certificate of Designation of the Perpetual


14









PIERS, shall receive on the Remarketing
Settlement Date (rather than the Settlement Date), per Perpetual PIERS
converted and related Perpetual Preference Share tendered for sale, $50
in cash (rather than one Perpetual Preference Share), which shall be
the proceeds of the Remarketing, together with the number of Ordinary
Shares, if any, calculated in accordance with the provisions of the
Certificate of Designation of the Perpetual PIERS. In addition, a
holder of Perpetual Preference Shares earlier obtained, whether through
an earlier conversion or otherwise, shall receive on the Remarketing
Settlement Date (rather than the Settlement Date), per Perpetual
Preference Share tendered for sale, $50 in cash and declared and unpaid
dividends.

(j) For the avoidance of doubt,
in the event of a Final Failed Remarketing occurs, a holder of
Perpetual Preference Shares issued upon a voluntary conversion of
Perpetual PIERS in connection with the Fundamental Change by the
Company on the date such holder submitted the notice of election to
tender for sale in a Remarketing (rather than the Remarketing
Settlement Date) pursuant to Section 15(d) of the Certificate of
Designation of the Perpetual PIER, shall receive on the Remarketing
Settlement Date, per Perpetual PIERS converted and related Perpetual
Preference Share tendered for sale, one Perpetual Preference Share
(rather than $50 in cash which it would have received if the
Remarketing had been a Successful Remarketing), together with the
number of Ordinary Shares, if any, calculated in accordance with the
provisions of the Certificate of Designation of the Perpetual PIERS. In
addition, a holder of Perpetual Preference Shares earlier obtained,
whether through an earlier conversion or otherwise, shall receive on
the Remarketing Settlement Date its Perpetual Preference
Shares.

(k) The Company must use its
commercially reasonable efforts to effect a Remarketing;
provided, however, the Company may elect to terminate a
Remarketing on any day prior to a Remarketing Date by giving notice of
such termination to DTC and the Remarketing Agent. If the Company is
unable to effect a Remarketing, a Final Failed Remarketing will be
deemed to have occurred.

(l) The right of
each holder to have Perpetual Preference Shares tendered for sale in a
Remarketing shall be as provided in the Remarketing Agreement and shall
be limited to the extent that:

(i) the
Remarketing Agent conducts a Remarketing pursuant to the terms of the
Remarketing Agreement;

(ii) the
Remarketing Agent is able to find a purchaser or purchasers for
tendered Perpetual Preference Shares at a Reset Rate;
and

(iii) such purchaser or purchasers
deliver the purchase price of the remarketed Perpetual Preference
Shares to the Remarketing Agent.

The Remarketing
Agent is not obligated to purchase any of the Perpetual Preference
Shares that would otherwise remain unsold in the Remarketing. Neither
the Company nor the Remarketing Agent shall be obligated in any case to
provide funds to make payment for the Perpetual Preference Shares
tendered for sale.

(m) If any holder
selling Perpetual Preference Shares in the Remarketing fails to deliver
such Perpetual Preference Shares, the direct or indirect Depositary
Participant of such selling holder and of any other person that was to
have purchased Perpetual Preference Shares in the Remarketing may
deliver to such other person a number of Perpetual Preference Shares
that is less than the number of Perpetual Preference Shares that
otherwise was to be purchased by such person. In such event, the number
of Perpetual Preference Shares to be so delivered shall be determined
by such direct or indirect Depositary Participant, and delivery of such
less number of Perpetual Preference Shares shall constitute good
delivery.

(n) Under the Remarketing
Agreement, the Company shall be liable for, and shall pay, any and all
costs and expenses incurred in connection with the
Remarketing.

13.  Conversion Rights.


The
Perpetual Preference Shares are not convertible.

15








14. Consolidation, Merger,
Sale or Conveyance.

(a) The Company
covenants that it will not consolidate with, convert into, or merge
with and into, any other entity or sell, assign, transfer, lease or
convey all or substantially all of its properties and assets to any
person or entity, unless:

(i) either the
Company shall be the continuing corporation, or the successor (if other
than the Company) shall be a corporation organized under the laws of
the United States of America or a State thereof or the District of
Columbia, Bermuda or any country which is, on the Issue Date, a member
of the Organization of Economic Cooperation and Development and the
Perpetual Preference Shares are converted into or exchanged for, in
accordance with applicable law, perpetual preference shares of the
successor corporation with substantially the same rights, powers,
preferences and privileges; and

(ii) the
Company or such successor corporation, as the case may be, shall not,
immediately after such consolidation, conversion, merger, sale,
assignment, transfer, lease or conveyance, be in default of any
obligation under the Perpetual Preference
Shares.

(b) In case of any such merger,
consolidation, share exchange, sale, assignment, transfer, lease or
conveyance and upon any conversion of securities into a successor
corporation in accordance with (a) above, such successor corporation
shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the Company. Such successor
Person thereupon may cause to be signed, and may issue either in its
own name or in the name of the Company, any or all of the certificates
evidencing Perpetual Preference Shares issuable hereunder which
theretofore shall not have been signed by the Company. All the
certificates issued shall in all respects have the same legal rank and
benefit under this Certificate of Designation as the certificates
theretofore or thereafter issued in accordance with the terms of this
Certificate of Designation as though all of such certificates had been
issued on the Issue Date.

In case of any such
merger, consolidation, share exchange, sale, assignment, transfer,
lease or conveyance such change in phraseology and form (but not in
substance) may be made in the certificates evidencing securities for
which the Perpetual Preference Shares have been exchanged thereafter to
be issued as may be appropriate.

(c) The
Company shall deliver to the Conversion Agent an officers’
certificate and an opinion of counsel as conclusive evidence that any
such merger, consolidation, share exchange, sale, assignment, transfer,
lease or conveyance, and any such assumption, complies with the
provisions of this Section 14 and that all conditions precedent to the
consummation of any such merger, consolidation, share exchange, sale,
assignment, transfer, lease or conveyance have been
met.

15. Currency of Payments.

Any cash
payments with respect to the Perpetual Preference Shares shall be paid
in United States dollars in immediately available
funds.

16.    Form.


(a) The
Perpetual Preference Shares shall be issued initially in the form of
one or more fully registered global certificates with the global
securities legend set forth in Exhibit A hereto
(‘‘Global Perpetual Preference
Shares’’), each as set forth on the form of
Perpetual Preference Shares certificate attached hereto as Exhibit A
which is hereby incorporated in and expressly made a part of this
Certificate of Designation. The Global Perpetual Preference Shares
certificate may have notations, legends or endorsements required by
law, stock exchange rules, agreements to which the Company is subject,
if any, or usage (provided that any such notation, legend or
endorsement is in a form acceptable to the Company). The Global
Perpetual Preference Shares shall be deposited on behalf of the holders
of the Perpetual PIERS represented thereby with the Registrar, as
custodian for DTC (or with such other custodian as DTC may direct), and
registered in the name of DTC or a nominee of DTC, duly executed by the
Company and countersigned by 

16









the Registrar as hereinafter provided. The
aggregate number of Perpetual Preference Shares represented by Global
Perpetual Preference Shares may from time to time be increased or
decreased by adjustments made on the records of the Registrar and DTC
or its nominee as hereinafter provided.

In the
event Global Perpetual Preference Shares is deposited with or on behalf
of DTC, the Company shall execute, and the Registrar shall countersign
and deliver, initially one or more Global Perpetual PIERS certificates
that (a) shall be registered in the name of Cede & Co. or other
nominee of the Depositary and (b) shall be delivered by the Registrar
to DTC or pursuant to DTC’s instructions or held by the
Registrar as custodian for DTC. Members of, or participants in, DTC
(‘‘Agent Members’’) shall
have no rights under this Certificate of Designation with respect to
any Global Perpetual PIERS held on their behalf by DTC or by the
Registrar as the custodian of DTC or under such Global Perpetual PIERS,
and DTC may be treated by the Company, the Registrar and any agent of
the Company or the Registrar as the absolute owner of such Global
Perpetual PIERS for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Registrar or
any agent of the Company or the Registrar from giving effect to any
written certification, proxy or other authorization furnished by DTC or
impair, as between DTC and its Agent Members, the operation of
customary practices of DTC governing the exercise of the rights of a
holder of a beneficial interest in any Global Perpetual Preference
Shares.

(b) Owners of beneficial interests
in Global Perpetual Preference Shares shall not be entitled to receive
physical delivery of certificated Perpetual Preference Shares,
unless:

(i) DTC is unwilling or unable to
continue as Depositary for the Global Perpetual Preference Shares and
the Company does not appoint a qualified replacement for DTC within 90
calendar days;

(ii)    DTC ceases to be a
‘‘clearing agency’’ registered under the
Exchange Act; or

(iii)     the Company decides
to discontinue the use of book-entry transfer through DTC (or any
successor Depositary).

In any such case, the
Global Perpetual Preference Shares shall be exchanged in whole for
certificated Perpetual Preference Shares in registered form, with the
same terms and of an equal aggregate liquidation preference (unless the
Company determines otherwise in accordance with applicable
law). Certificated Perpetual Preference Shares shall be
registered in the name or names of the Person or Person specified by
DTC in a written instrument to the
Registrar.

(c)    An Officer shall sign the
Perpetual PIERS certificate for the Company by manual or facsimile
signature. If the Officer whose signature is on a Perpetual
PIERS certificate no longer holds that office at the time the Registrar
countersigns the Perpetual PIERS certificate, the Perpetual PIERS
certificate shall be valid nevertheless.

A
Perpetual PIERS certificate shall not be valid until an authorized
signatory of the Registrar signs the Perpetual Preference Shares
certificate by manual or facsimile signature. The signature shall be
conclusive evidence that the Perpetual Preference Shares certificate
has been countersigned under this Certificate of
Designation.

17. Registration;
Transfer.

(a) Notwithstanding any
provision to the contrary herein, so long as a Global Perpetual
Preference Shares remains outstanding and is held by or on behalf of
the Depositary, transfers of a Global Perpetual Preference Shares, in
whole or in part, or of any beneficial interest therein, shall only be
made in accordance with this Section
23.

(b) Transfers of a Global Perpetual
Preference Shares shall be limited to transfers of such Global
Perpetual Preference Shares in whole, but not in part, to nominees of
the Depositary or to a successor of the Depositary or such
successor’s nominee.

18. Calculation in Respect
of Perpetual Preference Shares.

17








The Company will be responsible for
making all calculations called for in respect of the Perpetual
Preference Shares, including, but not limited to, the determination of
the dividends payable on the Perpetual Preference Shares. Any
calculations made in good faith and without manifest error will be
final and binding on holders. The Company or its agents will be
required to deliver to the Paying Agent a schedule of its calculations
and the Paying Agent will be entitled to rely upon the accuracy of such
calculations without independent verification. The paying Agent will
forward such calculations to any holder upon the request of the
holder.

19. Severability.

In the event any
provision of this Certificate of Designation shall be invalid,
unenforceable or illegal, then, to the fullest extent permitted by
applicable law, the validity, enforceability and legality of the
remaining provisions shall not in any way be affected or impaired
thereby.

18








IN WITNESS WHEREOF, the Company has
caused this Certificate of Designation to be signed and attested by the
undersigned this 12th day of December, 2005.


		ASPEN
INSURANCE HOLDINGS LIMITED





		By: /s/ Julian
Cusack                                        




Attest:
/s/ Heather
Kitson                    


19














EXHIBIT
A

FORM OF

PERPETUAL PREFERENCE
SHARES

FACE OF SECURITY

[UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(‘‘DTC’’), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS
AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF
DESIGNATION REFERRED TO BELOW.

IN CONNECTION WITH ANY TRANSFER,
THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
FOREGOING
RESTRICTIONS.]1


	
		
	


		
	1 	This
legend should be included only if the share certificate evidences
Global Perpetual Preference
Shares.


A-1












							
	Certificate
Number
[            ]		Number
of
Perpetual Preference
Shares
[                ]


	






CUSIP
NO.:[  ]

Perpetual Preference
Shares

(par value 0.15144558¢ per
share)


(liquidation preference $50 per Perpetual
PIERS)


of

 ASPEN
INSURANCE HOLDINGS LIMITED 

ASPEN
INSURANCE HOLDINGS LIMITED, a Bermuda company (the
‘‘Company’’), hereby certifies that
[       ]
(the ‘‘Holder’’) is the registered owner of
[       ]1
[     , or such number as is
indicated in the records of the Registrar and the
Depository]2
fully paid and non-assessable preference shares of the Company
designated the Perpetual Preference Shares (par value
0.15144558¢ per share) (liquidation preference $50 per share) of
Perpetual Preference Shares. The Perpetual Preference Shares are
transferable on the books and records of the Registrar, in person or by
a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer. The designations, rights,
privileges, restrictions, preferences and other terms and provisions of
the Perpetual Preference Shares represented hereby are issued and shall
in all respects be subject to the provisions of the Certificate of
Designation dated December 12, 2005, as the same may be amended from
time to time (the ‘‘Certificate of
Designation’’). Capitalized terms used herein but not
defined shall have the meaning given them in the Certificate of
Designation. The Company will provide a copy of the Certificate of
Designation to a Holder without charge upon written request to the
Company at its principal place of business.

Reference is hereby
made to select provisions of the Perpetual Preference Shares set forth
on the reverse hereof, and to the Certificate of Designation, which
select provisions and the Certificate of Designation shall for all
purposes have the same effect as if set forth at this place.

Upon
receipt of this certificate, the Holder is bound by the Certificate of
Designation and is entitled to the benefits thereunder.

Unless
the Registrar has properly countersigned, these Perpetual Preference
Shares shall not be entitled to any benefit under the Certificate of
Designation or be valid or obligatory for any
purpose.

	


		
	1	This
phrase should be included only if the share certificate evidences
certificated Perpetual Preference Shares.


		
	2	This
phrase should be included only if the share certificate evidences
Global Perpetual Preference Shares.


A-2








IN WITNESS WHEREOF, the Company has
executed this certificate
this               day
of               ,               .


		ASPEN
INSURANCE HOLDINGS
LIMITED 





		By:                                                                                 

Name:
Title:




A-3








REGISTRAR’S
COUNTERSIGNATURE

These are Perpetual Preference Shares referred
to in the within-mentioned Certificate of
Designation.

Dated:


		MELLON INVESTOR
SERVICES LLC, as
Registrar,





		By:                                                                             

Authorized
Signatory




A-4








REVERSE OF
SECURITY

Dividends on each Perpetual Preference Shares shall be
payable at a rate per annum set forth in the face hereof or as provided
in the Certificate of Designation.

The Perpetual Preference
Shares shall be mandatorily redeemed, in whole but not in part, in the
manner and in accordance with the terms set forth in the Certificate of
Designation. The Perpetual Preference Shares shall be redeemable at the
Company’s option, in whole but not in part, in the manner and
accordance with the terms set forth in the Certificate of Designation.
The Perpetual Preference Shares shall be subject to a Remarketing in
the manner and accordance with the terms set forth in the Certificate
of Designation. The Perpetual Preference Shares shall not be
convertible.

The Company will furnish without charge to each
holder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class
or series of share capital and the qualifications, limitations or
restrictions of such preferences and/or rights.

A-5








ASSIGNMENT

FOR VALUE
RECEIVED, the undersigned assigns and transfers the Perpetual
Preference Shares evidenced hereby
to:

	
		
	


	
		
	


	
		
	


(Insert
assignee’s social security or tax identification
number)

	
		
	


	
		
	


	
		
	


(Insert
address and zip code of assignee)

and irrevocably
appoints:

	
		
	


	
		
	


	
		
	


agent
to transfer the Perpetual Preference Shares evidenced hereby on the
books of the Transfer Agent. The agent may substitute another to act
for him or her.

Date:__________________

Signature:__________________________

(Sign exactly as
your name appears on the other side of this Perpetual Preference Shares
Certificate)

Signature Guarantee:__________________

	
		
	


(Signature must be guaranteed by an
‘‘eligible guarantor institution’’ that is
a bank, stockbroker, savings and loan association or credit union
meeting the requirements of the Transfer Agent, which requirements
include membership or participation in the Securities Transfer Agents
Medallion Program (‘‘STAMP’’) or such other
‘‘signature guarantee program’’ as may be
determined by the Transfer Agent in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934,
as amended.)

A-6














EXHIBIT
B


NOTICE OF ELECTION TO TENDER

PERPETUAL
PREFERENCE SHARES FOR SALE IN A REMARKETING

Mellon
Investor Services LLC, as Transfer Agent
Newport Office Center
VII
480 Washington Boulevard, 29th Floor
Jersey
City, NJ 07310
Attention: Regina Brown
Telecopy:
201-680-4604

Re:    
Perpetual Preference Shares, par value 0.15144558¢ per
share, of Aspen Insurance Holdings Limited, a Bermuda corporation (the
"Company")

The undersigned Holder
hereby irrevocably notifies you in accordance with Section 12(b) of the
Certificate of Designation of the Perpetual Preference Shares (the
‘‘Certificate of Designation’’; unless
otherwise defined herein, terms defined in the Certificate of
Designation are used herein as defined therein), that (i) it is a
Holder of            Perpetual Preferred Income
Equity Replacement Securities (Perpetual PIERS) of the Company that it
has surrenders for conversion in connection with a Fundamental Change
and that pursuant to such conversion it will become a Holder of
           Perpetual Preference Shares, and (ii) it
is electing to tender for sale in the Remarketing
            Perpetual Preference Shares.

Date:
                                                                                                                    



		Signature




Signature

Guarantee:                                        


Please print name and address of Registered Holder:


                                                                                                                                                                        


		
	Name 	Social
Security or other Taxpayer
Identification Number, if
any


Address

	
		
	


	
		
	


	
		
	


B-1