Exhibit 10.9B

FIFTH AMENDMENT TO CREDIT AGREEMENT

FIFTH AMENDMENT, dated
as of August 25, 2004 (this
"Amendment"), to the 364-Day 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 parties hereto desire to amend
the Credit Agreement 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.    Amendment to Section 1.1 of the Credit Agreement.
Section 1.1 of the Credit Agreement is hereby amended by changing the
definition of "Termination Date" by replacing
the date "August 27, 2004" with the date
"August 25, 2005".

3.    Amendments to Section 3.1 of the Credit Agreement.
Section 3.1 of the Credit Agreement is hereby amended by:

(a)    deleting the date "December
31, 2002" from the first sentence thereof and inserting in
lieu thereof the date "December 31,
2003";

(b)    deleting the date
"March 31, 2003" from the second sentence
thereof and inserting in lieu thereof the date "March 31,
2004"; and

(c)    deleting the
words "this Agreement" from the last sentence
thereof and inserting in lieu thereof the words "the Fifth
Amendment".

4.    Amendments to Schedule 3.13
to the Credit Agreement. Schedule 3.13 to the Credit Agreement is
hereby amended by deleting the table therein in its entirety and
inserting the following in its
place:




											
	Subsidiary		Jurisdiction
of
Incorporation		Capital Stock
Owned
	Aspen Insurance
Limited		Bermuda		None
	Aspen Insurance
UK Limited		England and
Wales		None
	Aspen UK Holdings
Limited		England and Wales		100% of the Capital
Stock of Aspen U.S. Holdings, Inc.
	Aspen Insurance
UK Services Limited		England and
Wales		None
	Aspen U.S. Holdings,
Inc.		U.S. – Delaware		100% of the Capital
Stock of Aspen Specialty Insurance Management, Inc. and Aspen Insurance
U.S. Services Inc.
	Aspen Specialty Insurance
Management, Inc.		U.S. –
Massachusetts		None
	Aspen Insurance U.S.
Services Inc.		U.S. –
Delaware		None
	Aspen Re America,
Inc.		U.S. –
Delaware		None
	




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5.    Conditions to
Effectiveness. This Amendment shall become effective as of the
date set forth above upon satisfaction of the following conditions
precedent:

(a)    The Administrative Agent
shall have received counterparts of this Amendment executed by the
Company and Lenders and Additional Lenders (as defined below) the
Commitments of which (determined in accordance with Section 5 below)
aggregate at least $25,000,000;

(b)    The
Administrative Agent shall have received a certificate of the chief
financial officer or the treasurer of the Company stating that, as of
the date of such certificate, (i) the representations and warranties of
the Company set forth in Section 3 of 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) and (ii) no Default or Event of
Default has occurred and is continuing;

(c)    The Administrative Agent shall have
received, on behalf on each of the Continuing Lenders and each of the
Additional Lenders, a fee from the Company in an amount equal to 5
basis points on their respective Commitments; and

(d)    The Administrative Agent shall have
received the fee set out in the email dated June 10, 2004, from the
Company to the Administrative Agent.

6.    Commitments. Upon the effectiveness of this Fifth
Amendment, Commitments shall be modified as set forth below:

(a)    the Lenders designated as
"Continuing Lenders" (the
"Continuing Lenders") and the
Lenders designated as "Additional Lenders"
(the "Additional Lenders") on the
signature pages hereof shall have the respective Commitments set forth
below the name of each such Lender on the signature pages hereof;

(b)    each Additional Lender shall become a party
to the Credit Agreement as a Lender as fully as if it were originally a
party thereto, with all the rights and obligations of a Lender
thereunder and having a Commitment in the amount specified in paragraph
(a) immediately proceeding; and

(c)    any
Lender which does not execute this Amendment shall, on the Termination
Date (before giving effect to the amendment to such term provided for
herein), no longer be a party to the Credit Agreement, as amended
hereby, and, on such Termination Date, its Commitment shall be
cancelled and the principal of and interest on all Loans made by it,
and all fees and other amounts payable to it, shall be paid in
full.

7.    Limited Effect. From and after the date
hereof, each reference to the Credit Agreement (or the 364-Day Credit
Agreement) that appears in a Loan Document shall be deemed to be a
reference to the Credit Agreement (or the 364-Day 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.

8.    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).

9.    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.

10.    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.

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11.    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:





		Commitment: $   





		CALYON NEW YORK BRANCH, as a
Lender





		By:   





		Name:
 Title:





		By:   





		Name:
 Title:





		Commitment: $   





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





		By:   





		Name:
 Title:





		By:   





		Name:
 Title:





		Commitment:
$   




3









		ABN AMRO BANK N.V., as a
Lender





		By:   





		Name:
 Title:





		By:   





		Name:
 Title:





		Commitment:
$   





		DEUTSCHE BANK
AG, NEW YORK BRANCH,
 as a
Lender





		By:   





		Name:
 Title:





		By:   





		Name:
 Title:





		Commitment:
$   





		LLOYDS TSB
BANK PLC, as a Lender





		By:   





		Name:
 Title:





		By:   





		Name:
 Title:





		Commitment:
$   





		THE BANK OF
BERMUDA, as a Lender





		By:   





		Name:
 Title:





		Commitment:
$   




4









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





		By:   





		Name:
 Title:





		Commitment:
$   





		FLEET
NATIONAL BANK, as a
Lender





		By:   





		Name:
 Title:





		Commitment:
$   





		UBS AG,
CAYMAN ISLANDS BRANCH,
 as a Lender





		By:   





		Name:
 Title:





		By:   





		Name:
 Title:





		Commitment:
$  




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