Exhibit 10.8

FOURTH AMENDMENT TO CREDIT AGREEMENT

FOURTH AMENDMENT,
dated as of August 9, 2004 (this
"Amendment"), to the 3-Year Credit
Agreement, dated as of August 26, 2003 (as amended, modified or
supplemented from time to time, the "Credit
Agreement"), among ASPEN INSURANCE HOLDINGS LIMITED
(the "Company"), the Subsidiary
Borrowers from time to time parties thereto, the Several Lenders from
time to time parties thereto (the
"Lenders"), CREDIT LYONNAIS NEW YORK
BRANCH, as documentation agent (in such capacity, the
"Documentation Agent"), and BARCLAYS
BANK PLC, as administrative agent (in such capacity, the
"Administrative Agent") and
collateral agent (in such capacity, the "Collateral
Agent").


W I TN E S S E TH :


WHEREAS, the Company has informed the Lenders
of its intent to issue $250,000,000 aggregate principal amount of its
senior unsecured notes, and the Lenders have agreed to permit such
issuance; and

WHEREAS, the parties hereto desire to amend the
Credit Agreement to permit such transaction, and to make certain other
changes to the Loan Documents, on the terms and subject to the
conditions set forth herein.

NOW, THEREFORE, in consideration of
the premises herein contained and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:

1.    Defined Terms. Unless
otherwise defined herein, capitalized terms used herein which are
defined in the Credit Agreement are used herein as therein defined.

2.    Amendments to Section 6.2 of the Credit Agreement.
Section 6.2 of the Credit Agreement is hereby amended by deleting
paragraph (h) therefrom and inserting the following in its place:

(h)    Indebtedness of the Company in the
aggregate principal amount of up to $250,000,000 outstanding under
senior unsecured notes issued by the Company; and

3.    Conditions to Effectiveness. This Amendment shall
become effective as of the date set forth above upon satisfaction of
the following conditions precedent (the "Amendment
Effectiveness Date"):

(a)    The Administrative Agent shall have
received counterparts of this Amendment executed by the Company and
each of the Required Lenders; and

(b)    The
Administrative Agent shall have received counterparts of the Fourth
Amendment to the Other Credit Agreement executed and delivered by the
Company and each of the Required Lenders (as defined therein), which
shall amend the Other Credit Agreement in substantially the same manner
as the Credit Agreement is being amended hereby.

4.    Limited Effect. From and after the date hereof,
each reference to the Credit Agreement (or the 3-Year Credit Agreement)
that appears in a Loan Document shall be deemed to be a reference to
the Credit Agreement (or the 3-Year Credit Agreement) as amended
hereby. Except as expressly amended hereby, all of the provisions,
covenants, terms and conditions of the Credit Agreement are and shall
continue to be in full force and effect.

5.    Representations and Warranties. The representations
and warranties made by the Company contained in the Credit Agreement
are true and correct on and as of the date hereof after giving effect
to this Amendment (except where such representation and warranty speaks
of a specific date in which case such representation and warranty shall
be true and correct as of such date).

6.    Payment of
Expenses. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and expenses
incurred in connection with this Amendment and any other document
prepared in connection herewith, including, without limitation, the
reasonable fees and disbursements of counsel to the Administrative
Agent.

1








7.    Counterparts. This
Amendment may be executed in counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same
instrument.

8.    GOVERNING LAW. THIS AMENDMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be executed and delivered by their duly
authorized officers as of the date first written above.


		ASPEN INSURANCE HOLDINGS LIMITED





		By:   





		Name:
 Title:





		BARCLAYS BANK PLC,
 as Administrative Agent,
Collateral Agent and
 as a Lender





		By:   





		Name:
 Title:





		CALYON
NEW YORK BRANCH, as a
Lender





		By:   





		Name:
 Title:





		By:   





		Name:
 Title:





		CREDIT
SUISSE FIRST BOSTON, ACTING
 THROUGH ITS CAYMAN ISLANDS
BRANCH,
 as a
Lender





		By:   





		Name:
 Title:





		By:   





		Name:
 Title:




2









		ABN AMRO BANK N.V., as a
Lender





		By:   





		Name:
 Title:





		By:   





		Name:
 Title:





		DEUTSCHE BANK AG, NEW YORK BRANCH,
 as a
Lender





		By:   





		Name:
 Title:





		By:   





		Name:
 Title:





		LLOYDS
TSB BANK PLC, as a Lender





		By:   





		Name:
 Title:





		By:   





		Name:
 Title:





		THE
BANK OF BERMUDA, as a Lender





		By:   





		Name:
 Title:





		THE
BANK OF N.T. BUTTERFIELD & SON LTD.,
 as a Lender





		By:   





		Name:
 Title:




3









		FLEET NATIONAL BANK, as a
Lender





		By:   





		Name:
 Title:





		UBS AG,
CAYMAN ISLANDS BRANCH,
 as a Lender





		By:   





		Name:
 Title:





		By:   





		Name:

Title:




4