EXHIBIT 4.5


                        ASPEN INSURANCE HOLDINGS LIMITED

                           6.00% SENIOR NOTES DUE 2014



                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                     August 16, 2004
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
   As representatives of the several Purchasers
   named in Schedule I to the Purchase Agreement

c/o Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005

c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

         Aspen Insurance Holdings Limited, a Bermuda company (the "Company"),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) an aggregate of
$250,000,000 principal amount of its 6.00% Senior Notes due 2014. As an
inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder, the
Company agrees with the Purchasers for the benefit of holders (as defined
herein) from time to time of the Registrable Securities (as defined herein) as
follows:

         1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:

         "Base Interest" shall mean the interest that would otherwise accrue on
     the Securities under the terms thereof and the Indenture, without giving
     effect to the provisions of this Agreement.

         The term "broker-dealer" shall mean any broker or dealer registered
     with the Commission under the Exchange Act.

         "Closing Date" shall mean the date on which the Securities are
     initially issued.

         "Commission" shall mean the United States Securities and Exchange
     Commission, or any other federal agency at the time administering the
     Exchange Act or the Securities Act, whichever is the relevant statute for
     the particular purpose.

         "Effective Time," in the case of (i) an Exchange Registration, shall
     mean the time and date as of which the Commission declares the Exchange
     Registration Statement effective or as of which the


                                        1


     Exchange Registration Statement otherwise becomes effective and (ii) a
     Shelf Registration, shall mean the time and date as of which the Commission
     declares the Shelf Registration Statement effective or as of which the
     Shelf Registration Statement otherwise becomes effective.

         "Electing Holder" shall mean any holder of Registrable Securities that
     has returned a completed and signed Notice and Questionnaire to the Company
     in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
     successor thereto, as the same shall be amended from time to time.

         "Exchange Offer" shall have the meaning assigned thereto in Section
     2(a) hereof.

         "Exchange Registration" shall have the meaning assigned thereto in
     Section 3(c) hereof.

         "Exchange Registration Statement" shall have the meaning assigned
     thereto in Section 2(a) hereof.

         "Exchange Securities" shall have the meaning assigned thereto in
     Section 2(a) hereof.

         The term "holder" shall mean each of the Purchasers and other persons
     who acquire Registrable Securities from time to time (including any
     successors or assigns), in each case for so long as such person owns any
     Registrable Securities.

         "Indenture" shall mean the Indenture, dated as of August 16, 2004,
     between the Company and Deutsche Bank Trust Company Americas, as Trustee,
     as the same shall be amended from time to time.

         "Notice and Questionnaire" means a Notice of Registration Statement and
     Selling Securityholder Questionnaire substantially in the form of Exhibit A
     hereto.

         The term "person" shall mean a corporation, association, partnership,
     organization, business, individual, government or political subdivision
     thereof or governmental agency.

         "Purchase Agreement" shall mean the Purchase Agreement, dated as of
     August 11, 2004, between the Purchasers and the Company relating to the
     Securities.

         "Purchasers" shall mean the Purchasers named in Schedule I to the
     Purchase Agreement.

         "Registrable Securities" shall mean the Securities; provided, however,
     that a Security shall cease to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an Exchange Offer as contemplated in
     Section 2(a) hereof (provided that any Exchange Security that, pursuant to
     the last two sentences of Section 2(a), is included in a prospectus for use
     in connection with resales by broker-dealers shall be deemed to be a
     Registrable Security with respect to Sections 5, 6 and 9 until resale of
     such Registrable Security has been effected within the 180-day period
     referred to in Section 2(a)); (ii) in the circumstances contemplated by
     Section 2(b) hereof, a Shelf Registration Statement registering such
     Security under the Securities Act has been declared or becomes effective
     and such Security has been sold or otherwise transferred by the holder
     thereof pursuant to and in a manner contemplated by such effective Shelf
     Registration Statement; (iii) such Security is sold pursuant to Rule 144
     under circumstances in which any legend borne by such Security relating to
     restrictions on transferability thereof, under the Securities Act or
     otherwise, is removed by the Company or pursuant to the


                                       2


     Indenture; (iv) such Security is eligible to be sold pursuant to paragraph
     (k)of Rule 144; or (v) such Security shall cease to be outstanding.

         "Registration Default" shall have the meaning assigned thereto in
     Section 2(c) hereof.

         "Registration Expenses" shall have the meaning assigned thereto in
     Section 4 hereof.

         "Resale Period" shall have the meaning assigned thereto in Section 2(a)
     hereof.

         "Restricted Holder" shall mean (i) a holder that is an affiliate of the
     Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
     Securities outside the ordinary course of such holder's business, (iii) a
     holder who has arrangements or understandings with any person to
     participate in the Exchange Offer for the purpose of distributing Exchange
     Securities and (iv) a holder that is a broker-dealer, but only with respect
     to Exchange Securities received by such broker-dealer pursuant to an
     Exchange Offer in exchange for Registrable Securities acquired by the
     broker-dealer directly from the Company.

         "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
     rule promulgated under the Securities Act (or any successor provision), as
     the same shall be amended from time to time.

         "Securities" shall mean, collectively, the 6.00% Notes due 2014 of the
     Company to be issued and sold to the Purchasers, and securities issued in
     exchange therefor or in lieu thereof pursuant to the Indenture.

         "Securities Act" shall mean the Securities Act of 1933, or any
     successor thereto, as the same shall be amended from time to time.

         "Shelf Registration" shall have the meaning assigned thereto in Section
     2(b) hereof.

         "Shelf Registration Statement" shall have the meaning assigned thereto
     in Section 2(b) hereof.

         "Special Interest" shall have the meaning assigned thereto in Section
     2(c) hereof.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
     any successor thereto, and the rules, regulations and forms promulgated
     thereunder, all as the same shall be amended from time to time.

         Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

            2. Registration Under the Securities Act.

         (a) Except as set forth in Section 2(b) below, the Company agrees to
     file under the Securities Act, as soon as practicable, but no later than
     150 days after the Closing Date, a registration statement relating to an
     offer to exchange (such registration statement, the "Exchange Registration
     Statement", and such offer, the "Exchange Offer") any and all of the
     Securities for a like aggregate principal amount of debt securities issued
     by the Company, which debt securities are substantially identical to the
     Securities (and are entitled to the benefits of a trust indenture which is
     substantially identical to the Indenture or is the Indenture and which has
     been qualified under the Trust Indenture Act), except that they have been
     registered pursuant to an effective registration statement under the
     Securities Act and do not contain provisions for the additional interest
     contemplated in Section 2(c) below (such


                                       3


     new  debt securities hereinafter called "Exchange Securities"). The Company
     agrees to use its reasonable best efforts to cause the Exchange
     Registration Statement to become effective under the Securities Act as soon
     as practicable, but no later than 210 days after the Closing Date. The
     Exchange Offer will be registered under the Securities Act on the
     appropriate form and will comply with all applicable tender offer rules and
     regulations under the Exchange Act. The Company further agrees to use its
     reasonable best efforts to commence and complete the Exchange Offer
     promptly, but no later than 45 days after such registration statement has
     become effective, hold the Exchange Offer open for at least 30 days and
     exchange Exchange Securities for all Registrable Securities that have been
     properly tendered and not withdrawn on or prior to the expiration of the
     Exchange Offer. The Exchange Offer will be deemed to have been "completed"
     only if the debt securities received by holders other than Restricted
     Holders in the Exchange Offer for Registrable Securities are, upon receipt,
     transferable by each such holder without restriction under the Securities
     Act and the Exchange Act and without material restrictions under the blue
     sky or securities laws of a substantial majority of the States of the
     United States of America. The Exchange Offer shall be deemed to have been
     completed upon the earlier to occur of (i) the Company having exchanged the
     Exchange Securities for all outstanding Registrable Securities pursuant to
     the Exchange Offer and (ii) the Company having exchanged, pursuant to the
     Exchange Offer, Exchange Securities for all Registrable Securities that
     have been properly tendered and not withdrawn before the expiration of the
     Exchange Offer, which shall be on a date that is at least 30 days following
     the commencement of the Exchange Offer. The Company agrees (x) to include
     in the Exchange Registration Statement a prospectus for use in any resales
     by any holder of Exchange Securities that is a broker-dealer and (y) to
     keep such Exchange Registration Statement effective for a period (the
     "Resale Period") beginning when Exchange Securities are first issued in the
     Exchange Offer and ending upon the earlier of the expiration of the 180th
     day after the Exchange Offer has been completed or such time as such
     broker-dealers no longer own any Registrable Securities. With respect to
     such Exchange Registration Statement, such holders shall have the benefit
     of the rights of indemnification and contribution set forth in Sections
     6(a), (c), (d) and (e) hereof.

         (b) If (i) on or prior to the time the Exchange Offer is completed
     existing Commission interpretations are changed such that the debt
     securities received by holders other than Restricted Holders in the
     Exchange Offer for Registrable Securities are not or would not be, upon
     receipt, transferable by each such holder without restriction under the
     Securities Act, (ii) the Exchange Offer has not been completed within 255
     days following the Closing Date or (iii) the Exchange Offer is not
     available to any holder of the Securities, the Company shall, in lieu of
     (or, in the case of clause (iii), in addition to) conducting the Exchange
     Offer contemplated by Section 2(a), file under the Securities Act as soon
     as reasonably practicable, but no later than the later of 30 days after the
     time such obligation to file arises, a "shelf" registration statement
     providing for the registration of, and the sale on a continuous or delayed
     basis by the holders of, all of the Registrable Securities, pursuant to
     Rule 415 or any similar rule that may be adopted by the Commission (such
     filing, the "Shelf Registration" and such registration statement, the
     "Shelf Registration Statement"). The Company agrees to use its reasonable
     best efforts (x) to cause the Shelf Registration Statement to become or be
     declared effective no later than 120 days after such Shelf Registration
     Statement is filed and to keep such Shelf Registration Statement
     continuously effective for a period ending on the earlier of the second
     anniversary of the Effective Time or such time as there are no longer any
     Registrable Securities outstanding, provided, however, that no holder shall
     be entitled to be named as a selling securityholder in the Shelf
     Registration Statement or to use the prospectus forming a part thereof for
     resales of Registrable Securities unless such holder is an Electing Holder,
     and (y) after the Effective Time of the Shelf Registration Statement,
     promptly upon the request of any holder of Registrable Securities that is
     not then an Electing Holder, to take any action reasonably necessary to
     enable such holder to use the prospectus forming a part thereof for resales
     of Registrable Securities, including, without limitation, any action
     necessary to identify such holder as a selling securityholder in the


                                       4


     Shelf Registration Statement, provided, however, that nothing in this
     Clause (y) shall relieve any such holder of the obligation to return a
     completed and signed Notice and Questionnaire to the Company in accordance
     with Section 3(d)(iii) hereof. The Company further agrees to supplement or
     make amendments to the Shelf Registration Statement, as and when required
     by the rules, regulations or instructions applicable to the registration
     form used by the Company for such Shelf Registration Statement or by the
     Securities Act or rules and regulations thereunder for shelf registration,
     and the Company agrees to furnish to each Electing Holder copies of any
     such supplement or amendment prior to its being used or promptly following
     its filing with the Commission, if such supplement or amendment is not
     available via the Commission's EDGAR database.

              Notwithstanding the foregoing, and subject to the requirements set
     forth in Section 3(e) hereof, the Company may, by notice to holders of
     Registrable Securities, suspend the availability of a Shelf Registration
     Statement and the use of the related prospectus for up to an aggregate of
     45 days in any consecutive twelve-month period, if (i) the board of
     directors of the Company determines in good faith that it is in the
     Company's best interests to refrain from disclosing the existence of or
     facts surrounding any proposed or pending material corporate transaction or
     (ii) the existence of any fact or the happening of any event that makes any
     statement or a material fact made in the Shelf Registration Statement or
     the related prospectus untrue or requires the making of any changes in or
     additions to the Shelf Registration Statement or related prospectus to make
     the statements therein not misleading.

         (c) In the event that (i) the Company has not filed the Exchange
     Registration Statement or Shelf Registration Statement on or before the
     date on which such registration statement is required to be filed pursuant
     to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration
     Statement or Shelf Registration Statement has not become effective or been
     declared effective by the Commission on or before the date on which such
     registration statement is required to become or be declared effective
     pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer
     has not been completed within 45 days after the initial effective date of
     the Exchange Registration Statement relating to the Exchange Offer (if the
     Exchange Offer is then required to be made), or (iv) any Exchange
     Registration Statement or Shelf Registration Statement required by Section
     2(a) or 2(b) hereof is filed and declared effective but shall thereafter
     either be withdrawn by the Company or shall become subject to an effective
     stop order issued pursuant to Section 8(d) of the Securities Act suspending
     the effectiveness of such registration statement (except as specifically
     permitted herein) without being succeeded immediately by an additional
     registration statement filed and declared effective, or (v) if any Shelf
     Registration Statement required by Section 2(b) hereof is filed and
     declared effective, and during the period the Company is required to use
     its reasonable best efforts to cause the Shelf Registration Statement to
     remain effective, the Company shall have suspended the availability of the
     Shelf Registration Statement and the use of the related prospectus pursuant
     to Section 2(b) hereof for more than 45 days in the aggregate in any
     consecutive twelve-month period and be continuing to suspend the
     availability of the Shelf Registration Statement (each such event referred
     to in clauses (i) through (v), a "Registration Default" and each period
     during which a Registration Default has occurred and is continuing, a
     "Registration Default Period"), then, as liquidated damages for such
     Registration Default, subject to the provisions of Section 9(b), special
     interest ("Special Interest"), in addition to the Base Interest, shall
     accrue at a per annum rate of 0.25% for the first 90 days of the
     Registration Default Period, at a per annum rate of 0.50% thereafter for
     the remaining portion of the Registration Default Period.

         (d) The Company shall take all actions reasonable and necessary or
     advisable to be taken by it to ensure that the transactions contemplated
     herein are effected as so contemplated.



                                       5


         (e) Any reference herein to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time and any reference herein
     to any post-effective amendment to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time.

         (f) Each holder of Registrable Securities hereby acknowledges and
     agrees that any broker-dealer and any such holder using the Exchange Offer
     to participate in a distribution of the Exchange Securities (x) could not
     under Commission policy as in effect on the date of this Agreement rely on
     the position of the Commission in Exxon Capital Holdings Corporation (pub.
     avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5,
     1991), as interpreted in the Commission's letter to Shearman & Sterling
     dated July 2, 1993 and similar no-action letters; and (y) must comply with
     the registration and prospectus delivery requirements of the Securities Act
     in connection with any secondary resale transaction, which must be covered
     by an effective registration statement containing the selling security
     holder information required by Item 507 or 508, as applicable, of
     Regulation S-K under the Securities Act if the resales are of Exchange
     Securities obtained by such holder in exchange for Registrable Securities
     acquired by such holder directly from the Company or one of its affiliates.
     Accordingly, the Company's obligation to accept for exchange a holder's
     Registrable Securities tendered in the Exchange Offer shall be conditioned
     upon such holder representing to the Company that, at the time of the
     consummation of the Exchange Offer:

               (i) that any Exchange Securities received by such holder will be
          acquired in the ordinary course of such holder's business;

               (ii) that such holder will have no arrangement or understanding
          with any person to participate in the distribution of the Exchange
          Securities within the meaning of the Act;

               (iii) that such holder is not an affiliate of the Company; and

               (iv) that if such holder is a broker-dealer that it will receive
          Exchange Securities for its own account in exchange for Registrable
          Securities acquired as a result of market making activities or other
          trading activities and acknowledges that such holder will deliver a
          prospectus in connection with any resale of the Exchange Securities.

       3. Registration Procedures.

         If the Company files a registration statement pursuant to Section 2(a)
or Section 2(b), the following provisions shall apply:

         (a) At or before the Effective Time of the Exchange Offer or the Shelf
     Registration, as the case may be, the Company shall qualify the Indenture
     under the Trust Indenture Act of 1939.

         (b) In the event that such qualification would require the appointment
     of a new trustee under the Indenture, the Company shall appoint a new
     trustee thereunder pursuant to the applicable provisions of the Indenture.

         (c) In connection with the Company's obligations with respect to the
     registration of Exchange Securities as contemplated by Section 2(a) (the
     "Exchange Registration"), if applicable, the Company shall, as soon as
     practicable (or as otherwise specified):

               (i) prepare and file with the Commission, as soon as practicable
          but no later than 150 days after the Closing Date, an Exchange
          Registration Statement on any form which may be


                                       6


          utilized by the Company and which shall permit the Exchange Offer and
          resales of Exchange Securities by broker-dealers during the Resale
          Period to be effected as contemplated by Section 2(a), and use its
          reasonable best efforts to cause such Exchange Registration Statement
          to become effective as soon as practicable thereafter, but no later
          than 210 days after the Closing Date;

               (ii) as soon as practicable prepare and file with the Commission
          such amendments and supplements to such Exchange Registration
          Statement and the prospectus included therein as may be necessary to
          effect and maintain the effectiveness of such Exchange Registration
          Statement for the periods and purposes contemplated in Section 2(a)
          hereof and as may be required by the applicable rules and regulations
          of the Commission and the instructions applicable to the form of such
          Exchange Registration Statement, and promptly provide each
          broker-dealer holding Exchange Securities with such number of copies
          of the prospectus included therein (as then amended or supplemented),
          in conformity in all material respects with the requirements of the
          Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder, as such broker-dealer
          reasonably may request prior to the expiration of the Resale Period,
          for use in connection with resales of Exchange Securities;

               (iii) promptly notify each broker-dealer that has requested or
          received copies of the prospectus included in such registration
          statement, and confirm such advice in writing if so requested by any
          such broker-dealer, (A) when such Exchange Registration Statement or
          the prospectus included therein or any prospectus amendment or
          supplement or post-effective amendment has been filed, and, with
          respect to such Exchange Registration Statement or any post-effective
          amendment, when the same has become effective, (B) of any comments by
          the Commission and by the blue sky or securities commissioner or
          regulator of any state with respect thereto or any request by the
          Commission for amendments or supplements to such Exchange Registration
          Statement or prospectus or for additional information, (C) of the
          issuance by the Commission of any stop order suspending the
          effectiveness of such Exchange Registration Statement or the
          initiation or threatening of any proceedings for that purpose, (D) if
          at any time the representations and warranties of the Company
          contemplated by Section 5 cease to be true and correct in all material
          respects, (E) of the receipt by the Company of any notification with
          respect to the suspension of the qualification of the Exchange
          Securities for sale in any jurisdiction or the initiation or
          threatening of any proceeding for such purpose, or (F) at any time
          during the Resale Period when a prospectus is required to be delivered
          under the Securities Act, that such Exchange Registration Statement,
          prospectus, prospectus amendment or supplement or post-effective
          amendment does not conform in all material respects to the applicable
          requirements of the Securities Act and the Trust Indenture Act and the
          rules and regulations of the Commission thereunder or contains an
          untrue statement of a material fact or omits to state any material
          fact required to be stated therein or necessary to make the statements
          therein not misleading in light of the circumstances then existing;

               (iv) in the event that the Company would be required, pursuant to
          Section 3(e)(iii)(F) above, to notify any broker-dealers holding
          Exchange Securities, without delay prepare and furnish to each such
          holder a reasonable number of copies of a prospectus supplemented or
          amended so that, as thereafter delivered to purchasers of such
          Exchange Securities during the Resale Period, such prospectus shall
          conform in all material respects to the applicable requirements of the
          Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder and shall not contain an
          untrue statement of a material fact or omit to state a material fact
          required to be stated therein or necessary to make the statements

                                       7


          therein not misleading in light of the circumstances then existing;
          each such broker-dealer agrees that upon receipt of any notice from
          the Company pursuant to Section 3(c)(iii)(F) hereof, such
          broker-dealer shall forthwith discontinue the disposition of Exchange
          Securities pursuant to such defective prospectus until such
          broker-dealer shall have received copies of such amended or
          supplemented prospectus, and if so directed by the Company, such
          broker-dealer shall deliver to the Company (at the Company's expense)
          all copies, other than permanent file copies, then in such
          broker-dealer's possession of the prospectus covering such Exchange
          Securities at the time of receipt of such notice;

               (v) use its reasonable best efforts to obtain the withdrawal of
          any order suspending the effectiveness of such Exchange Registration
          Statement or any post-effective amendment thereto at the earliest
          practicable date;

               (vi) use its reasonable best efforts to (A) register or qualify
          the Exchange Securities under the securities laws or blue sky laws of
          such jurisdictions as are contemplated by Section 2(a) no later than
          the commencement of the Exchange Offer, (B) keep such registrations or
          qualifications in effect and comply with such laws so as to permit the
          continuance of offers, sales and dealings therein in such
          jurisdictions until the expiration of the Resale Period and (C) take
          any and all other actions as may be reasonably necessary or advisable
          to enable each broker-dealer holding Exchange Securities to consummate
          the disposition thereof in such jurisdictions; provided, however, that
          the Company shall not be required for any such purpose to (1) qualify
          as a foreign company or corporation or as a dealer in securities in
          any jurisdiction wherein it would not otherwise be required to qualify
          but for the requirements of this Section 3(c)(vi), (2) consent to
          general service of process in any such jurisdiction, (3) subject
          itself to taxation in respect of doing business in any such
          jurisdiction or (4) make any changes to its certificate of
          incorporation, memorandum of association, articles of association,
          bye-laws or other organizational document, as amended (any such
          document, a "Constitutional Document"), or any agreement between it
          and its shareholders;

               (vii) use its reasonable best efforts to obtain the consent or
          approval of each governmental agency or authority, whether federal,
          state, local or foreign, which may be required to effect the Exchange
          Registration, the Exchange Offer and the offering and sale of Exchange
          Securities by broker-dealers during the Resale Period;

               (viii) provide a CUSIP number for all Exchange Securities, not
          later than the applicable Effective Time;

               (ix) use its reasonable best efforts to comply with all
          applicable rules and regulations of the Commission, and make generally
          available to its securityholders as soon as reasonably practicable but
          no later than eighteen months after the effective date of such
          Exchange Registration Statement, an earning statement of the Company
          and its subsidiaries complying with Section 11(a) of the Securities
          Act (including, at the option of the Company, Rule 158 thereunder).

         (d) In connection with the Company's obligations with respect to the
     Shelf Registration, if applicable, the Company shall, as soon as
     practicable (or as otherwise specified):

               (i) prepare and file with the Commission, as soon as practicable
          but in any case within the time periods specified in Section 2(b), a
          Shelf Registration Statement on any form which may be utilized by the
          Company and which shall register all of the Registrable Securities for
          resale by the holders thereof in accordance with such method or
          methods of


                                       8


          disposition as may be specified by such of the holders as, from time
          to time, may be Electing Holders and use its reasonable best efforts
          to cause such Shelf Registration Statement to become effective as soon
          as practicable but in any case within the time periods specified in
          Section 2(b);

               (ii) not less than 30 calendar days prior to the Effective Time
          of the Shelf Registration Statement, mail the Notice and Questionnaire
          to the holders of Registrable Securities; no holder shall be entitled
          to be named as a selling securityholder in the Shelf Registration
          Statement as of the Effective Time, and no holder shall be entitled to
          use the prospectus forming a part thereof for resales of Registrable
          Securities at any time, unless such holder has returned a completed
          and signed Notice and Questionnaire to the Company by the deadline for
          response set forth therein; provided, however, holders of Registrable
          Securities shall have at least 28 calendar days from the date on which
          the Notice and Questionnaire is first mailed to such holders to return
          a completed and signed Notice and Questionnaire to the Company;
          provided, further that each holder agrees to furnish to the Company
          such information that the Company may reasonably request for use in
          connection with any Shelf Registration Statement or prospectus to the
          extent required by applicable law and each holder agrees to furnish
          promptly to the Company, with respect to any Shelf Registration
          Statement being effected, all information required to be disclosed in
          order to make the information previously furnished to the Company by
          such holder not misleading;

               (iii) after the Effective Time of the Shelf Registration
          Statement, upon the request of any holder of Registrable Securities
          that is not then an Electing Holder, promptly send a Notice and
          Questionnaire to such holder; provided that the Company shall not be
          required to take any action to name such holder as a selling
          securityholder in the Shelf Registration Statement or to enable such
          holder to use the prospectus forming a part thereof for resales of
          Registrable Securities until such holder has returned a completed and
          signed Notice and Questionnaire to the Company; provided, further that
          each holder agrees to furnish to the Company such information that the
          Company may reasonably request for use in connection with any Shelf
          Registration Statement or prospectus to the extent required by
          applicable law and each holder agrees to furnish promptly to the
          Company, with respect to any Shelf Registration Statement being
          effected, all information required to be disclosed in order to make
          the information previously furnished to the Company by such holder not
          misleading;

               (iv) as soon as practicable prepare and file with the Commission
          such amendments and supplements to such Shelf Registration Statement
          and the prospectus included therein as may be necessary to effect and
          maintain the effectiveness of such Shelf Registration Statement for
          the period specified in Section 2(b) hereof and as may be required by
          the applicable rules and regulations of the Commission and the
          instructions applicable to the form of such Shelf Registration
          Statement, and furnish to the Electing Holders copies of any such
          supplement or amendment simultaneously with or prior to its being used
          or filed with the Commission;

               (v) comply with the provisions of the Securities Act with respect
          to the disposition of all of the Registrable Securities covered by
          such Shelf Registration Statement in accordance with the intended
          methods of disposition by the Electing Holders provided for in such
          Shelf Registration Statement;

               (vi) provide (A) the Electing Holders, (B) the underwriters
          (which term, for purposes of this Exchange and Registration Rights
          Agreement, shall include a person deemed to be an underwriter within
          the meaning of Section 2(a)(11) of the Securities Act), if any,
          thereof, (C) any sales or placement agent therefor, (D) counsel for
          any such underwriter or agent and (E) not more than one counsel for
          all the Electing Holders the opportunity to participate in


                                       9


          the preparation of such Shelf Registration Statement, each prospectus
          included therein or filed with the Commission and each amendment or
          supplement thereto;

               (vii) for a reasonable period prior to the filing of such Shelf
          Registration Statement, and throughout the period specified in Section
          2(b), make available at reasonable times at the Company's principal
          place of business or such other reasonable place for inspection by the
          persons referred to in Section 3(d)(vi) who shall certify to the
          Company that they have a current intention to sell the Registrable
          Securities pursuant to the Shelf Registration such financial and other
          information and books and records of the Company, and cause the
          officers, employees, counsel and independent certified public
          accountants of the Company to respond to such inquiries, as shall be
          reasonably necessary, in the judgment of the respective counsel
          referred to in such Section, to conduct a reasonable investigation
          within the meaning of Section 11 of the Securities Act; provided,
          however, that each such party shall be required to maintain in
          confidence and not to disclose to any other person any information or
          records reasonably designated by the Company as being confidential,
          until such time as (A) such information becomes a matter of public
          record (whether by virtue of its inclusion in such registration
          statement or otherwise), or (B) such person shall be required so to
          disclose such information pursuant to a subpoena or order of any court
          or other governmental agency or body having jurisdiction over the
          matter (subject to the requirements of such order, and only after such
          person shall have given the Company prompt prior written notice of
          such requirement), or (C) such information is required to be set forth
          in such Shelf Registration Statement or the prospectus included
          therein or in an amendment to such Shelf Registration Statement or an
          amendment or supplement to such prospectus in order that such Shelf
          Registration Statement, prospectus, amendment or supplement, as the
          case may be, complies with applicable requirements of the federal
          securities laws and the rules and regulations of the Commission and
          does not contain an untrue statement of a material fact or omit to
          state therein a material fact required to be stated therein or
          necessary to make the statements therein not misleading in light of
          the circumstances then existing;

               (viii) promptly notify each of the Electing Holders, any sales or
          placement agent therefor and any underwriter thereof (which
          notification may be made through any managing underwriter that is a
          representative of such underwriter for such purpose) and confirm such
          advice in writing if so requested, (A) when such Shelf Registration
          Statement or the prospectus included therein or any prospectus
          amendment or supplement or post-effective amendment has been filed,
          and, with respect to such Shelf Registration Statement or any
          post-effective amendment, when the same has become effective, (B) of
          any comments by the Commission and by the blue sky or securities
          commissioner or regulator of any state with respect thereto or any
          request by the Commission for amendments or supplements to such Shelf
          Registration Statement or prospectus or for additional information,
          (C) of the issuance by the Commission of any stop order suspending the
          effectiveness of such Shelf Registration Statement or the initiation
          or threatening of any proceedings for that purpose, (D) if at any time
          the representations and warranties of the Company contemplated by
          Section 3(d)(xvii) or Section 5 cease to be true and correct in all
          material respects, (E) of the receipt by the Company of any
          notification with respect to the suspension of the qualification of
          the Registrable Securities for sale in any jurisdiction or the
          initiation or threatening of any proceeding for such purpose, or (F)
          if at any time when a prospectus is required to be delivered under the
          Securities Act, that such Shelf Registration Statement, prospectus,
          prospectus amendment or supplement or post-effective amendment does
          not conform in all material respects to the applicable requirements of
          the Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder or contains an untrue
          statement of a material fact or omits to state any material fact
          required to be stated therein or


                                       10


          necessary to make the statements therein not misleading in light of
          the circumstances then existing;

               (ix) use its reasonable best efforts to obtain the withdrawal of
          any order suspending the effectiveness of such registration statement
          or any post-effective amendment thereto at the earliest practicable
          date;

               (x) if requested by any managing underwriter or underwriters, any
          placement or sales agent or any Electing Holder, promptly incorporate
          in a prospectus supplement or post-effective amendment such
          information as is required by the applicable rules and regulations of
          the Commission and as such managing underwriter or underwriters, such
          agent or such Electing Holder specifies should be included therein
          relating to the terms of the sale of such Registrable Securities,
          including information with respect to the principal amount of
          Registrable Securities being sold by such Electing Holder or agent or
          to any underwriters, the name and description of such Electing Holder,
          agent or underwriter, the offering price of such Registrable
          Securities and any discount, commission or other compensation payable
          in respect thereof, the purchase price being paid therefor by such
          underwriters and with respect to any other terms of the offering of
          the Registrable Securities to be sold by such Electing Holder or agent
          or to such underwriters; and make all required filings of such
          prospectus supplement or post-effective amendment promptly after
          notification of the matters to be incorporated in such prospectus
          supplement or post-effective amendment;

               (xi) furnish to each Electing Holder, each placement or sales
          agent, if any, therefor, each underwriter, if any, thereof and the
          respective counsel referred to in Section 3(d)(vi) a conformed copy
          (or, in the case of an Electing Holder, a conformed copy) of such
          Shelf Registration Statement, each such amendment and supplement
          thereto (in each case including all exhibits thereto (in the case of
          an Electing Holder of Registrable Securities, upon request) and
          documents incorporated by reference therein) and such number of copies
          of such Shelf Registration Statement (excluding exhibits thereto and
          documents incorporated by reference therein unless specifically so
          requested by such Electing Holder, agent or underwriter, as the case
          may be) and of the prospectus included in such Shelf Registration
          Statement (including each preliminary prospectus and any summary
          prospectus), in conformity in all material respects with the
          applicable requirements of the Securities Act and the Trust Indenture
          Act and the rules and regulations of the Commission thereunder, and
          such other documents, as such Electing Holder, agent, if any, and
          underwriter, if any, may reasonably request in order to facilitate the
          offering and disposition of the Registrable Securities owned by such
          Electing Holder, offered or sold by such agent or underwritten by such
          underwriter and to permit such Electing Holder, agent and underwriter
          to satisfy the prospectus delivery requirements of the Securities Act;
          and the Company hereby consents to the use of such prospectus
          (including such preliminary and summary prospectus) and any amendment
          or supplement thereto by each such Electing Holder and by any such
          agent and underwriter, in each case in the form most recently provided
          to such person by the Company, in connection with the offering and
          sale of the Registrable Securities covered by the prospectus
          (including such preliminary and summary prospectus) or any supplement
          or amendment thereto;

               (xii) use reasonable best efforts to (A) register or qualify the
          Registrable Securities to be included in such Shelf Registration
          Statement under such securities laws or blue sky laws of such
          jurisdictions as any Electing Holder and each placement or sales
          agent, if any, therefor and underwriter, if any, thereof shall
          reasonably request, (B) keep such registrations or qualifications in
          effect and comply with such laws so as to permit the continuance of

                                       11


          offers, sales and dealings therein in such jurisdictions during the
          period the Shelf Registration is required to remain effective under
          Section 2(b) above and for so long as may be necessary to enable any
          such Electing Holder, agent or underwriter to complete its
          distribution of Securities pursuant to such Shelf Registration
          Statement and (C) take any and all other actions as may be reasonably
          necessary or advisable to enable each such Electing Holder, agent, if
          any, and underwriter, if any, to consummate the disposition in such
          jurisdictions of such Registrable Securities; provided, however, that
          the Company shall not be required for any such purpose to (1) qualify
          as a foreign company or corporation or as a dealer in securities in
          any jurisdiction wherein it would not otherwise be required to qualify
          but for the requirements of this Section 3(d)(xii), (2) consent to
          general service of process in any such jurisdiction, (3) subject
          itself to material taxation in respect of doing business in any such
          jurisdiction or (4) make any changes to its Constitutional Documents
          or bye-laws or any agreement between it and its stockholders;

               (xiii) use its reasonable best efforts to obtain the consent or
          approval of each governmental agency or authority, whether federal,
          state, local or foreign, which may be required to effect the Shelf
          Registration or the offering or sale in connection therewith or to
          enable the selling holder or holders to offer, or to consummate the
          disposition of, their Registrable Securities;

               (xiv) Unless any Registrable Securities shall be in book-entry
          only form, cooperate with the Electing Holders and the managing
          underwriters, if any, to facilitate the timely preparation and
          delivery of certificates representing Registrable Securities to be
          sold, which certificates, if so required by any securities exchange
          upon which any Registrable Securities are listed, shall be penned,
          lithographed or engraved, or produced by any combination of such
          methods, on steel engraved borders, and which certificates shall not
          bear any restrictive legends; and, in the case of an underwritten
          offering, enable such Registrable Securities to be in such
          denominations and registered in such names as the managing
          underwriters may request at least two business days prior to any sale
          of the Registrable Securities;

               (xv) provide a CUSIP number for all Registrable Securities, not
          later than the applicable Effective Time;

               (xvi) enter into one or more underwriting agreements, engagement
          letters, agency agreements, "best efforts" underwriting agreements or
          similar agreements, as appropriate, including customary provisions
          relating to indemnification and contribution, and take such other
          actions in connection therewith as any Electing Holders aggregating at
          least 50% in aggregate principal amount of the Registrable Securities
          at the time outstanding shall request in order to expedite or
          facilitate the disposition of such Registrable Securities; provided
          that such Electing Holders shall have the right to direct the Company
          to effect not more than one underwritten offering;

               (xvii) if an agreement of the type referred to in Section
          3(d)(xvi) hereof is entered into, (A) make such representations and
          warranties to the Electing Holders and the placement or sales agent,
          if any, therefor and the underwriters, if any, thereof in form,
          substance and scope as are customarily made in connection with an
          offering of debt securities pursuant to any appropriate agreement or
          to a registration statement filed on the form applicable to the Shelf
          Registration; (B) obtain an opinion of counsel to the Company in
          customary form and covering such matters, of the type customarily
          covered by such an opinion, as the managing underwriters, if any, or
          as any Electing Holders of at least 50% in aggregate principal amount
          of the Registrable Securities at the time outstanding may reasonably
          request, addressed to such Electing Holder or Electing Holders and the
          placement or sales agent, if any, therefor


                                       12


          and the underwriters, if any, thereof and dated the effective date of
          such Shelf Registration Statement (and if such Shelf Registration
          Statement contemplates an underwritten offering of a part or all of
          the Registrable Securities, dated the date of the closing under the
          underwriting agreement relating thereto) (it being agreed that the
          matters to be covered by such opinion shall include the due
          incorporation and good standing of the Company and its subsidiaries;
          the qualification of the Company and its subsidiaries to transact
          business as foreign corporations; the due authorization, execution and
          delivery of the relevant agreement of the type referred to in Section
          3(d)(xvi) hereof; the due authorization, execution, authentication and
          issuance, and the validity and enforceability, of the Securities; the
          absence of material legal or governmental proceedings involving the
          Company; the absence of a breach by the Company or any of its
          subsidiaries of, or a default under, material agreements binding upon
          the Company or any subsidiary of the Company; the absence of
          governmental approvals required to be obtained in connection with the
          Shelf Registration, the offering and sale of the Registrable
          Securities, this Exchange and Registration Rights Agreement or any
          agreement of the type referred to in Section 3(d)(xvi) hereof, except
          such approvals as may be required under state securities or blue sky
          laws; the material compliance as to form of such Shelf Registration
          Statement and any documents incorporated by reference therein and of
          the Indenture with the requirements of the Securities Act and the
          Trust Indenture Act and the rules and regulations of the Commission
          thereunder, respectively; and, as of the date of the opinion and of
          the Shelf Registration Statement or most recent post-effective
          amendment thereto, as the case may be, the absence from such Shelf
          Registration Statement and the prospectus included therein, as then
          amended or supplemented, and from the documents incorporated by
          reference therein (in each case other than the financial statements
          and other financial information contained therein) of an untrue
          statement of a material fact or the omission to state therein a
          material fact necessary to make the statements therein not misleading
          (in the case of such documents, in the light of the circumstances
          existing at the time that such documents were filed with the
          Commission under the Exchange Act)); (C) obtain a "cold comfort"
          letter or letters from the independent certified public accountants of
          the Company addressed to the selling Electing Holders, the placement
          or sales agent, if any, therefor or the underwriters, if any, thereof,
          dated (i) the effective date of such Shelf Registration Statement and
          (ii) the effective date of any prospectus supplement to the prospectus
          included in such Shelf Registration Statement or post-effective
          amendment to such Shelf Registration Statement which includes
          unaudited or audited financial statements as of a date or for a period
          subsequent to that of the latest such statements included in such
          prospectus (and, if such Shelf Registration Statement contemplates an
          underwritten offering pursuant to any prospectus supplement to the
          prospectus included in such Shelf Registration Statement or
          post-effective amendment to such Shelf Registration Statement which
          includes unaudited or audited financial statements as of a date or for
          a period subsequent to that of the latest such statements included in
          such prospectus, dated the date of the closing under the underwriting
          agreement relating thereto), such letter or letters to be in customary
          form and covering such matters of the type customarily covered by
          letters of such type; (D) deliver such documents and certificates,
          including officers' certificates, as may be reasonably requested by
          any Electing Holders of at least 50% in aggregate principal amount of
          the Registrable Securities at the time outstanding or the placement or
          sales agent, if any, therefor and the managing underwriters, if any,
          thereof to evidence the accuracy of the representations and warranties
          made pursuant to clause (A) above or those contained in Section 5(a)
          hereof and the compliance with or satisfaction of any agreements or
          conditions contained in the underwriting agreement or other agreement
          entered into by the Company; and (E) undertake such obligations
          relating to expense reimbursement, indemnification and contribution as
          are provided in Section 6 hereof;



                                       13


               (xviii) notify in writing each holder of Registrable Securities
          of any proposal by the Company to amend or waive any provision of this
          Exchange and Registration Rights Agreement pursuant to Section 9(h)
          hereof and of any amendment or waiver effected pursuant thereto, each
          of which notices shall contain the text of the amendment or waiver
          proposed or effected, as the case may be;

               (xix) in the event that any broker-dealer registered under the
          Exchange Act shall be an "affiliate" (as defined in Rule 2720(b)(1) of
          the Rules of the National Association of Securities Dealers, Inc. (the
          "NASD Rules") or any successor thereto, as amended from time to time)
          of the Company or has a "conflict of interest" (as defined in Rule
          2720(b)(7) of the NASD Rules (or any successor provision thereto)) and
          such broker-dealer shall underwrite, participate as a member of an
          underwriting syndicate or selling group or assist in the distribution
          of any Registrable Securities covered by the Shelf Registration
          Statement, whether as a holder of such Registrable Securities or as an
          underwriter, a placement or sales agent or a broker or dealer in
          respect thereof, or otherwise, the Company shall provide such
          nonconfidential information to such broker-dealer as may be required
          in order for such broker-dealer to comply with the requirements of the
          NASD Rules; and

               (xx) use its reasonable best efforts to comply with all
          applicable rules and regulations of the Commission, and make generally
          available to its securityholders as soon as reasonably practicable but
          in any event not later than eighteen months after the effective date
          of such Shelf Registration Statement, an earning statement of the
          Company and its subsidiaries complying with Section 11(a) of the
          Securities Act (including, at the option of the Company, Rule 158
          thereunder).

         (e) In the event that the Company would be required, pursuant to
     Section 2(b) or Section 3(d)(viii)(F) above, to notify the Electing
     Holders, the placement or sales agent, if any, therefor and the managing
     underwriters, if any, thereof, the Company shall without delay prepare and
     furnish to each of the Electing Holders, to each placement or sales agent,
     if any, and to each such underwriter, if any, a reasonable number of copies
     of a prospectus supplemented or amended so that, as thereafter delivered to
     purchasers of Registrable Securities, such prospectus shall conform in all
     material respects to the applicable requirements of the Securities Act and
     the Trust Indenture Act and the rules and regulations of the Commission
     thereunder and shall not contain an untrue statement of a material fact or
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein not misleading in light of the circumstances
     then existing. Each Electing Holder agrees that upon receipt of any notice
     (a "notice of suspension") from the Company pursuant to Section 2(b) or
     Section 3(d)(viii)(F) hereof, such Electing Holder shall forthwith
     discontinue the disposition of Registrable Securities pursuant to the Shelf
     Registration Statement applicable to such Registrable Securities until such
     Electing Holder shall have received (i) in the case of a notice of
     suspension pursuant to Section 2(b) hereof, notice of termination of such
     suspension or (ii) in the case of a notice of suspension pursuant to
     Section 3(d)(viii)(F) hereof, copies of such amended or supplemented
     prospectus (each such period, a "period of suspension"). If so directed by
     the Company, such Electing Holder shall deliver to the Company (at the
     Company's expense) all copies, other than permanent file copies, then in
     such Electing Holder's possession of the prospectus covering such
     Registrable Securities at the time of receipt of a notice of suspension.
     The period of effectiveness of the Shelf Registration Statement provided
     for in Section 2(b) hereof shall be extended by the number of days in any
     period of suspension.

         (f) In the event of a Shelf Registration, in addition to the
     information required to be provided by each Electing Holder in its Notice
     Questionnaire, the Company may require such Electing Holder to furnish to
     the Company such additional information regarding such Electing Holder and
     such


                                       14


     Electing Holder's intended method of distribution of Registrable Securities
     as may be required in order to comply with the Securities Act. Each such
     Electing Holder agrees to notify the Company as promptly as practicable of
     any inaccuracy or change in information previously furnished by such
     Electing Holder to the Company or of the occurrence of any event in either
     case as a result of which any prospectus relating to such Shelf
     Registration contains or would contain an untrue statement of a material
     fact regarding such Electing Holder or such Electing Holder's intended
     method of disposition of such Registrable Securities or omits to state any
     material fact regarding such Electing Holder or such Electing Holder's
     intended method of disposition of such Registrable Securities required to
     be stated therein or necessary to make the statements therein not
     misleading in light of the circumstances then existing, and promptly to
     furnish to the Company any additional information required to correct and
     update any previously furnished information or required so that such
     prospectus shall not contain, with respect to such Electing Holder or the
     disposition of such Registrable Securities, an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in light
     of the circumstances then existing.

         (g) Until the expiration of two years after the Closing Date, the
     Company will not, and (i) will not permit any of its "affiliates" (as
     defined in Rule 144) under its control to and (ii) will use its best
     efforts to not permit any of its "affiliates" which control, or are under
     common control with, the Company to, resell any of the Securities that have
     been reacquired by any of them except pursuant to an effective registration
     statement under the Securities Act.

         4. Registration Expenses.

          The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including fees and
disbursements of counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses
in connection with the qualification of the Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(d)(xii)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions as any managing underwriters or the Electing Holders may
designate, including any fees and disbursements of counsel for the Electing
Holders or underwriters in connection with such qualification and determination,
(c) all expenses relating to the preparation, printing, production, distribution
and reproduction of each registration statement required to be filed hereunder,
each prospectus included therein or prepared for distribution pursuant hereto,
each amendment or supplement to the foregoing, the expenses of preparing the
Securities for delivery and the expenses of printing or producing any
underwriting agreements, agreements among underwriters, selling agreements and
blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities to be disposed of (including
certificates representing the Securities), (d) messenger, telephone and delivery
expenses relating to the offering, sale or delivery of Securities and the
preparation of documents referred in clause (c) above, (e) fees and expenses of
the Trustee under the Indenture, any agent of the Trustee and any counsel for
the Trustee and of any collateral agent or custodian, (f) internal expenses
(including all salaries and expenses of the Company's officers and employees
performing legal or accounting duties), (g) fees, disbursements and expenses of
counsel and independent certified public accountants of the Company (including
the expenses of any opinions or "cold comfort" letters required by or incident
to such performance and compliance), (h) fees, disbursements and expenses of any
"qualified independent underwriter" engaged pursuant to Section 3(d)(xix)
hereof, (i) fees, disbursements and expenses of one counsel for the Electing
Holders retained in connection with a Shelf Registration, as selected by the
Electing Holders of at least a majority in aggregate principal amount of the
Registrable Securities held by Electing Holders (which counsel shall be
reasonably satisfactory to the Company), (j)


                                       15


any fees charged by securities rating services for rating the Securities, and
(k) fees, expenses and disbursements of any other persons, including special
experts, retained by the Company in connection with such registration
(collectively, the "Registration Expenses"). To the extent that any Registration
Expenses are incurred, assumed or paid by any holder of Registrable Securities
or any placement or sales agent therefor or underwriter thereof, the Company
shall reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a request therefor.
Notwithstanding the foregoing, the holders of the Registrable Securities being
registered shall pay all agency fees and commissions and underwriting discounts
and commissions attributable to the sale of such Registrable Securities and the
fees and disbursements of any counsel or other advisors or experts retained by
such holders (severally or jointly), other than the counsel and experts
specifically referred to above.

        5. Representations and Warranties.

         The Company represents and warrants to, and agrees with, each Purchaser
and each of the holders from time to time of Registrable Securities that:

          (a) Each registration statement covering Registrable Securities and
     each prospectus (including any preliminary or summary prospectus) contained
     therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and
     any further amendments or supplements to any such registration statement or
     prospectus, when it becomes effective or is filed with the Commission, as
     the case may be, and, in the case of an underwritten offering of
     Registrable Securities, at the time of the closing under the underwriting
     agreement relating thereto, will conform in all material respects to the
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder and will not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading; and at all times subsequent to the Effective Time when a
     prospectus would be required to be delivered under the Securities Act,
     other than from (i) such time as a notice has been given to holders of
     Registrable Securities pursuant to Section 3(d)(viii)(F) or Section
     3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an
     amended or supplemented prospectus pursuant to Section 3(e) or Section
     3(c)(iv) hereof, each such registration statement, and each prospectus
     (including any summary prospectus) contained therein or furnished pursuant
     to Section 3(d) or Section 3(c) hereof, as then amended or supplemented,
     will conform in all material respects to the requirements of the Securities
     Act and the Trust Indenture Act and the rules and regulations of the
     Commission thereunder and will not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in the
     light of the circumstances then existing; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Company by a holder of Registrable Securities expressly for
     use therein.

          (b) Any documents incorporated by reference in any prospectus referred
     to in Section 5(a) hereof, when they become or became effective or are or
     were filed with the Commission, as the case may be, will conform or
     conformed in all material respects to the requirements of the Securities
     Act or the Exchange Act, as applicable, and none of such documents will
     contain or contained an untrue statement of a material fact or will omit or
     omitted to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Company by a holder of Registrable Securities expressly for
     use therein.

          (c) The compliance by the Company with all of the provisions of this
     Exchange and Registration Rights Agreement and the consummation of the
     transactions herein contemplated will not con-


                                       16


     flict with or result in a breach or violation of any of the terms or
     provisions of, or constitute a default under, (i) the Constitutional
     Documents of the Company, (ii) any indenture, mortgage, deed of trust, loan
     agreement or other agreement or instrument to which the Company or any of
     its subsidiaries is a party or by which the Company or any of its
     subsidiaries is bound or to which any of the property or assets of the
     Company or any of its subsidiaries is subject, or (iii) any statute or any
     order, rule or regulation of any court or governmental agency or body, any
     stock exchange authority or any other regulatory authority (hereinafter
     referred to as a "Governmental Agency") having jurisdiction over the
     Company or any of its subsidiaries or any of their properties, except, in
     the case of clause (ii), as would not, individually or in the aggregate,
     result in a Material Adverse Effect;

          (d) No consent, approval, authorization, order, registration or
     qualification of or with any Governmental Agency is required for the
     consummation by the Company of the transactions contemplated by this
     Exchange and Registration Rights Agreement, except the registration under
     the Securities Act of the Securities, qualification of the Indenture under
     the Trust Indenture Act and such consents, approvals, authorizations,
     registrations or qualifications as may be required under State securities
     or blue sky laws in connection with the offering and distribution of the
     Securities.

          (e) This Exchange and Registration Rights Agreement has been duly
     authorized, executed and delivered by the Company.

          6. Indemnification.

          (a) Indemnification by the Company. The Company will indemnify and
     hold harmless each of the holders of Registrable Securities included in an
     Exchange Registration Statement, each of the Electing Holders of
     Registrable Securities included in a Shelf Registration Statement and each
     person who participates as a placement or sales agent or as an underwriter
     in any offering or sale of such Registrable Securities against any losses,
     claims, damages or liabilities, joint or several, to which such holder,
     agent or underwriter may become subject under the Securities Act or
     otherwise, insofar as such losses, claims, damages or liabilities (or
     actions in respect thereof) arise out of or are based upon an untrue
     statement or alleged untrue statement of a material fact contained in any
     Exchange Registration Statement or Shelf Registration Statement, as the
     case may be, under which such Registrable Securities were registered under
     the Securities Act, or any preliminary, final or summary prospectus
     contained therein or furnished by the Company to any such holder, Electing
     Holder, agent or underwriter, or any amendment or supplement thereto, or
     arise out of or are based upon the omission or alleged omission to state
     therein a material fact required to be stated therein or necessary to make
     the statements therein not misleading, and will reimburse such holder, such
     Electing Holder, such agent and such underwriter for any legal or other
     expenses reasonably incurred by them in connection with investigating or
     defending any such action or claim as such expenses are incurred; provided,
     however, that the Company shall not be liable to any such person in any
     such case to the extent that any such loss, claim, damage or liability
     arises out of or is based upon an untrue statement or alleged untrue
     statement or omission or alleged omission made in such registration
     statement, or preliminary, final or summary prospectus, or amendment or
     supplement thereto, in reliance upon and in conformity with written
     information furnished to the Company by such person expressly for use
     therein.

          (b) Indemnification by the Holders and any Agents and Underwriters.
     The Company may require, as a condition to including any Registrable
     Securities in any registration statement filed pursuant to Section 2(b)
     hereof and to entering into any underwriting agreement with respect
     thereto, that the Company shall have received an undertaking reasonably
     satisfactory to it from the Electing Holder of such Registrable Securities
     and from each underwriter named in any such underwriting agreement,
     severally and not jointly, to (i) indemnify and hold harmless the Company,
     and all other holders of Registrable Securities, against any losses,
     claims, damages or liabilities to which the


                                       17


     Company or such other holders of Registrable Securities may become subject,
     under the Securities Act or otherwise, insofar as such losses, claims,
     damages or liabilities (or actions in respect thereof) arise out of or are
     based upon an untrue statement or alleged untrue statement of a material
     fact contained in such registration statement, or any preliminary, final or
     summary prospectus contained therein or furnished by the Company to any
     such Electing Holder, agent or underwriter, or any amendment or supplement
     thereto, or arise out of or are based upon the omission or alleged omission
     to state therein a material fact required to be stated therein or necessary
     to make the statements therein not misleading, in each case to the extent,
     but only to the extent, that such untrue statement or alleged untrue
     statement or omission or alleged omission was made in reliance upon and in
     conformity with written information furnished to the Company by such
     Electing Holder or underwriter expressly for use therein, and (ii)
     reimburse the Company for any legal or other expenses reasonably incurred
     by the Company in connection with investigating or defending any such
     action or claim as such expenses are incurred; provided, however, that no
     such Electing Holder shall be required to undertake liability to any person
     under this Section 6(b) for any amounts in excess of the dollar amount of
     the proceeds to be received by such Electing Holder from the sale of such
     Electing Holder's Registrable Securities pursuant to such registration.

          (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
     party under subsection (a) or (b) above of notice of the commencement of
     any action, such indemnified party shall, if a claim in respect thereof is
     to be made against an indemnifying party pursuant to the indemnification
     provisions of or contemplated by this Section 6, notify such indemnifying
     party in writing of the commencement of such action; but the omission so to
     notify the indemnifying party shall not relieve it from any liability which
     it may have to any indemnified party otherwise than under the
     indemnification provisions of or contemplated by Section 6(a) or 6(b)
     hereof. In case any such action shall be brought against any indemnified
     party and it shall notify an indemnifying party of the commencement
     thereof, such indemnifying party shall be entitled to participate therein
     and, to the extent that it shall wish, jointly with any other indemnifying
     party similarly notified, to assume the defense thereof, with counsel
     reasonably satisfactory to such indemnified party (who shall not, except
     with the consent of the indemnified party, be counsel to the indemnifying
     party), and, after notice from the indemnifying party to such indemnified
     party of its election so to assume the defense thereof, such indemnifying
     party shall not be liable to such indemnified party for any legal expenses
     of other counsel or any other expenses, in each case subsequently incurred
     by such indemnified party, in connection with the defense thereof other
     than reasonable costs of investigation. No indemnifying party shall,
     without the written consent of the indemnified party, effect the settlement
     or compromise of, or consent to the entry of any judgment with respect to,
     any pending or threatened action or claim in respect of which
     indemnification or contribution may be sought hereunder (whether or not the
     indemnified party is an actual or potential party to such action or claim)
     unless such settlement, compromise or judgment (i) includes an
     unconditional release of the indemnified party from all liability arising
     out of such action or claim and (ii) does not include a statement as to, or
     an admission of, fault, culpability or a failure to act, by or on behalf of
     any indemnified party.

          (d) Contribution. If for any reason the indemnification provisions
     contemplated by Section 6(a) or Section 6(b) are unavailable to or
     insufficient to hold harmless an indemnified party in respect of any
     losses, claims, damages or liabilities (or actions in respect thereof)
     referred to therein, then each indemnifying party shall contribute to the
     amount paid or payable by such indemnified party as a result of such
     losses, claims, damages or liabilities (or actions in respect thereof) in
     such proportion as is appropriate to reflect the relative fault of the
     indemnifying party and the indemnified party in connection with the
     statements or omissions which resulted in such losses, claims, damages or
     liabilities (or actions in respect thereof), as well as any other relevant
     equitable considerations. The relative fault of such indemnifying party and
     indemnified party shall be determined by reference to, among other things,
     whether the untrue or alleged untrue statement of a material fact or
     omission or


                                       18


     alleged omission to state a material fact relates to information supplied
     by such indemnifying party or by such indemnified party, and the parties'
     relative intent, knowledge, access to information and opportunity to
     correct or prevent such statement or omission. The parties hereto agree
     that it would not be just and equitable if contributions pursuant to this
     Section 6(d) were determined by pro rata allocation (even if the holders or
     any agents or underwriters or all of them were treated as one entity for
     such purpose) or by any other method of allocation which does not take
     account of the equitable considerations referred to in this Section 6(d).
     The amount paid or payable by an indemnified party as a result of the
     losses, claims, damages, or liabilities (or actions in respect thereof)
     referred to above shall be deemed to include any legal or other fees or
     expenses reasonably incurred by such indemnified party in connection with
     investigating or defending any such action or claim. Notwithstanding the
     provisions of this Section 6(d), no holder shall be required to contribute
     any amount in excess of the amount by which the dollar amount of the
     proceeds received by such holder from the sale of any Registrable
     Securities (after deducting any fees, discounts and commissions applicable
     thereto) exceeds the amount of any damages which such holder has otherwise
     been required to pay by reason of such untrue or alleged untrue statement
     or omission or alleged omission, and no underwriter shall be required to
     contribute any amount in excess of the amount by which the total price at
     which the Registrable Securities underwritten by it and distributed to the
     public were offered to the public exceeds the amount of any damages which
     such underwriter has otherwise been required to pay by reason of such
     untrue or alleged untrue statement or omission or alleged omission. No
     person guilty of fraudulent misrepresentation (within the meaning of
     Section 11(f) of the Securities Act) shall be entitled to contribution from
     any person who was not guilty of such fraudulent misrepresentation. The
     holders' and any underwriters' obligations in this Section 6(d) to
     contribute shall be several in proportion to the principal amount of
     Registrable Securities registered or underwritten, as the case may be, by
     them and not joint.

          (e) The obligations of the Company under this Section 6 shall be in
     addition to any liability which the Company may otherwise have and shall
     extend, upon the same terms and conditions, to each officer, director and
     partner of each holder, agent and underwriter and each person, if any, who
     controls any holder, agent or underwriter within the meaning of the
     Securities Act; and the obligations of the holders and any agents or
     underwriters contemplated by this Section 6 shall be in addition to any
     liability which the respective holder, agent or underwriter may otherwise
     have and shall extend, upon the same terms and conditions, to each officer
     and director of the Company (including any person who, with his consent, is
     named in any registration statement as about to become a director of the
     Company) and to each person, if any, who controls the Company within the
     meaning of the Securities Act.

          7. Underwritten Offerings.

          (a) Selection of Underwriters. If any of the Registrable Securities
     covered by the Shelf Registration are to be sold pursuant to an
     underwritten offering, the managing underwriter or underwriters thereof
     shall be designated by Electing Holders holding at least a majority in
     aggregate principal amount of the Registrable Securities to be included in
     such offering, subject to the consent of the Company, which consent shall
     not be unreasonably withheld. For the avoidance of doubt, the Electing
     Holders shall have the right to direct the Company to effect not more than
     one underwritten offering.

          (b) Participation by Holders. Each holder of Registrable Securities
     hereby agrees with each other such holder that no such holder may
     participate in any underwritten offering hereunder unless such holder (i)
     agrees to sell such holder's Registrable Securities on the basis provided
     in any underwriting arrangements approved by the persons entitled hereunder
     to approve such arrangements and (ii) completes and executes all
     questionnaires, powers of attorney, indemnities, underwriting


                                       19


     agreements and other documents reasonably required under the terms of such
     underwriting arrangements.

          8. Rule 144.

            The Company covenants to the holders of Registrable Securities that
to the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

          9. Miscellaneous.

          (a) No Inconsistent Agreements. The Company represents, warrants,
     covenants and agrees that it has not granted, and shall not grant,
     registration rights with respect to Registrable Securities or any other
     securities which would be inconsistent with the terms contained in this
     Exchange and Registration Rights Agreement.

          (b) Specific Performance. The parties hereto acknowledge that there
     would be no adequate remedy at law if the Company fails to perform any of
     its obligations hereunder and that the Purchasers and the holders from time
     to time of the Registrable Securities may be irreparably harmed by any such
     failure, and accordingly agree that the Purchasers and such holders, in
     addition to any other remedy to which they may be entitled at law or in
     equity, shall be entitled to compel specific performance of the obligations
     of the Company under this Exchange and Registration Rights Agreement in
     accordance with the terms and conditions of this Exchange and Registration
     Rights Agreement, in any court of the United States or any State thereof
     having jurisdiction.

          (c) Notices. All notices, requests, claims, demands, waivers and other
     communications hereunder shall be in writing and shall be deemed to have
     been duly given when delivered by hand, if delivered personally or by
     courier, or three days after being deposited in the mail (registered or
     certified mail, postage prepaid, return receipt requested) as follows: If
     to the Company, to it at Victoria Hall, 11 Victoria Street, Hamilton,
     Bermuda HM 11, and if to a holder, to the address of such holder set forth
     in the security register or other records of the Company, or to such other
     address as the Company or any such holder may have furnished to the other
     in writing in accordance herewith, except that notices of change of address
     shall be effective only upon receipt.

          (d) Parties in Interest. The parties to this Agreement intend that all
     holders of Registrable Securities shall be entitled to receive the benefits
     of this Agreement and that any Electing Holder shall be bound by the terms
     and provisions of this Agreement by reason of such election with respect to
     the Registrable Securities which are included in a Shelf Registration
     Statement. All the terms and provisions of this Exchange and Registration
     Rights Agreement shall be binding upon, shall inure to the benefit of and
     shall be enforceable by the parties hereto and the holders from time to
     time of the Registrable Securities and the respective successors and
     assigns of the parties hereto and such holders. In the event that any
     transferee of any holder of Registrable Securities shall acquire
     Registrable Securities, in any manner, whether by gift, bequest, purchase,
     operation of law or


                                       20


     otherwise, such transferee shall, without any further writing or action of
     any kind, be deemed a beneficiary hereof for all purposes and such
     Registrable Securities shall be held subject to all of the terms of this
     Exchange and Registration Rights Agreement, and by taking and holding such
     Registrable Securities such transferee shall be entitled to receive the
     benefits of, and be conclusively deemed to have agreed to be bound by all
     of the applicable terms and provisions of this Exchange and Registration
     Rights Agreement. If the Company shall so request, any such successor,
     assign or transferee shall agree in writing to acquire and hold the
     Registrable Securities subject to all of the applicable terms hereof.

          (e) Jurisdiction. Each of the parties hereto irrevocably (i) agree
     that any legal suit, action or proceeding arising out of or based upon this
     Agreement or the transactions contemplated hereby may be instituted in any
     state or federal court located in the Borough of Manhattan, The City of New
     York, New York (each a "New York Court"), (ii) waives, to the fullest
     extent it may effectively do so, any objection which it may now or
     hereafter have to the laying of venue of any such proceeding and (iii)
     submits to the exclusive jurisdiction of such New York Court in any such
     suit, action or proceeding. The Company has appointed CT Corporation
     System, New York, New York, as its authorized agent (the "Authorized
     Agent") upon whom process may be served in any such action arising out of
     or based on this Agreement or the transactions contemplated hereby which
     may be instituted in any New York Court by any Purchaser or by any person
     who controls any Purchaser, expressly consents to the jurisdiction of any
     such court in respect of any such action, and waives any other requirements
     of or objections to personal jurisdiction with respect thereto. Such
     appointment shall be irrevocable. The Company represents and warrants that
     the Authorized Agent has agreed to act as such agent for service of process
     and agrees to take any and all action, including the filing of any and all
     documents and instruments, that may be necessary to continue such
     appointment in full force and effect as aforesaid. Service of process upon
     the Authorized Agent and written notice of such service to the Company
     shall be deemed, in every respect, effective service of process upon the
     Company.

          (f) Judgment Currency. In respect of any judgment or order given or
     made for any amount due hereunder that is expressed and paid in a currency
     (the "judgment currency") other than United States dollars, the party
     against whom such judgment or order has been given or made will indemnify
     each party in whose favor such judgment or order has been given or made
     (the "Indemnitee") against any loss incurred by the Indemnitee as a result
     of any variation as between (i) the rate of exchange at which the United
     States dollar amount is converted into the judgment currency for the
     purpose of such judgment or order and (ii) the rate of exchange at which
     the Indemnitee is able to purchase United States dollars with the amount of
     the judgment currency actually received by such Indemnitee. The foregoing
     indemnity shall constitute a separate and independent obligation of each of
     the Company and the Purchasers and shall continue in full force and effect
     notwithstanding any such judgment or order as aforesaid. The term "rate of
     exchange" shall include any premiums and costs of exchange payable in
     connection with the purchase of or conversion into United States dollars.

          (g) Survival. The respective indemnities, agreements, representations,
     warranties and each other provision set forth in this Exchange and
     Registration Rights Agreement or made pursuant hereto shall remain in full
     force and effect regardless of any investigation (or statement as to the
     results thereof) made by or on behalf of any holder of Registrable
     Securities, any director, officer or partner of such holder, any agent or
     underwriter or any director, officer or partner thereof, or any controlling
     person of any of the foregoing, and shall survive delivery of and payment
     for the Registrable Securities pursuant to the Purchase Agreement and the
     transfer and registration of Registrable Securities by such holder and the
     consummation of an Exchange Offer.



                                       21


          (H) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
     SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
     OF NEW YORK.

          (i) Headings. The descriptive headings of the several Sections and
     paragraphs of this Exchange and Registration Rights Agreement are inserted
     for convenience only, do not constitute a part of this Exchange and
     Registration Rights Agreement and shall not affect in any way the meaning
     or interpretation of this Exchange and Registration Rights Agreement.

          (j) Entire Agreement; Amendments. This Exchange and Registration
     Rights Agreement and the other writings referred to herein (including the
     Indenture and the form of Securities) or delivered pursuant hereto which
     form a part hereof contain the entire understanding of the parties with
     respect to its subject matter. This Exchange and Registration Rights
     Agreement supersedes all prior agreements and understandings between the
     parties with respect to its subject matter. This Exchange and Registration
     Rights Agreement may be amended and the observance of any term of this
     Exchange and Registration Rights Agreement may be waived (either generally
     or in a particular instance and either retroactively or prospectively) only
     by a written instrument duly executed by the Company and the holders of at
     least a majority in aggregate principal amount of the Registrable
     Securities at the time outstanding. Each holder of any Registrable
     Securities at the time or thereafter outstanding shall be bound by any
     amendment or waiver effected pursuant to this Section 9(h), whether or not
     any notice, writing or marking indicating such amendment or waiver appears
     on such Registrable Securities or is delivered to such holder.

          (k) Inspection. For so long as there are Registrable Securities
     outstanding and this Exchange and Registration Rights Agreement shall be in
     effect, this Exchange and Registration Rights Agreement and a complete list
     of the names and addresses of all the holders of Registrable Securities
     shall be made available for inspection and copying on any business day by
     any holder of Registrable Securities for proper purposes only (which shall
     include any purpose related to the rights of the holders of Registrable
     Securities under the Securities, the Indenture and this Agreement) at the
     offices of the Company at the address thereof set forth in Section 9(c)
     above and at the office of the Trustee under the Indenture.

          (l) Counterparts. This agreement may be executed by the parties in
     counterparts, each of which shall be deemed to be an original, but all such
     respective counterparts shall together constitute one and the same
     instrument.


                                       22



         If the foregoing is in accordance with your understanding, please sign
and return to us seven counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Purchasers, this letter and such acceptance hereof
shall constitute a binding agreement between each of the Purchasers the Company.
It is understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement among
Purchasers, the form of which shall be submitted to the Company for examination
upon request, but without warranty on your part as to the authority of the
signers thereof.


                                              Very truly yours,


                                              Aspen Insurance Holdings Limited

                                              By:
                                                 Name:
                                                 Title:



Accepted as of the date hereof:
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.

Deutsche Bank Securities Inc.

By:
   Name:
   Title:


By:
   Name:
   Title:


By:
        (Goldman, Sachs & Co.)


       On behalf of each of the Purchasers





                                       23




                                                                     EXHIBIT A

                        Aspen Insurance Holdings Limited

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE] *



The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Aspen Insurance Holdings Limited (the
"Company") 6.00% Senior Notes due 2014 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Aspen Insurance
Holdings Limited, Victoria Hall, 11 Victoria Street, Hamilton, Bermuda HM 11,
(441) 295-8201.







___________________________
*Not less than 28 calendar days from date of mailing.

                                      A-1





                        Aspen Insurance Holdings Limited

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)



Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Aspen Insurance Holdings
Limited (the "Company") and the Purchasers named therein. Pursuant to the
Exchange and Registration Rights Agreement, the Company has filed with the
United States Securities and Exchange Commission (the "Commission") a
registration statement on Form [__] (the "Shelf Registration Statement") for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended
(the "Securities Act"), of the Company's 6.00% Senior Notes due 2014 (the
"Securities"). A copy of the Exchange and Registration Rights Agreement is
attached hereto. All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
Rights Agreement.


                                      A-2





                                    ELECTION



The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:


                                      A-3





                                  QUESTIONNAIRE


(1)  (a)    Full Legal Name of Selling Securityholder:


     (b)    Full Legal Name of Registered Holder (if not the same as in (a)
            above) of Registrable Securities Listed in Item (3) below:


     (c)    Full Legal Name of DTC Participant (if applicable and if not the
            same as (b) above) Through Which Registrable Securities Listed in
            Item (3) below are Held:



(2)         Address for Notices to Selling Securityholder:


            Telephone:
            Fax:
            Contact Person:



(3)         Beneficial Ownership of Securities:

            Except as set forth below in this Item (3), the undersigned does not
            beneficially own any Securities.

     (a)    Principal amount of Registrable Securities beneficially owned: CUSIP
            No(s). of such Registrable Securities:

     (b)    Principal amount of Securities other than Registrable Securities
            beneficially owned:

            CUSIP No(s). of such other Securities:

     (c)    Principal amount of Registrable Securities which the undersigned
            wishes to be included in the Shelf Registration Statement: CUSIP
            No(s). of such Registrable Securities to be included in the Shelf
            Registration Statement:


(4)         Beneficial Ownership of Other Securities of the Company:

            Except as set forth below in this Item (4), the undersigned Selling
            Securityholder is not the beneficial or registered owner of any
            other securities of the Company, other than the Securities listed
            above in Item (3).

            State any exceptions here:

                                       A-4





(5)         Relationships with the Company:

            Except as set forth below, neither the Selling Securityholder nor
            any of its affiliates, officers, directors or principal equity
            holders (5% or more) has held any position or office or has had any
            other material relationship with the Company (or its predecessors or
            affiliates) during the past three years.

            State any exceptions here:



(6)         Plan of Distribution:

            Except as set forth below, the undersigned Selling Securityholder
            intends to distribute the Registrable Securities listed above in
            Item (3) only as follows (if at all): Such Registrable Securities
            may be sold from time to time directly by the undersigned Selling
            Securityholder or, alternatively, through underwriters,
            broker-dealers or agents. Such Registrable Securities may be sold in
            one or more transactions at fixed prices, at prevailing market
            prices at the time of sale, at varying prices determined at the time
            of sale, or at negotiated prices. Such sales may be effected in
            transactions (which may involve crosses or block transactions) (i)
            on any national securities exchange or quotation service on which
            the Registered Securities may be listed or quoted at the time of
            sale, (ii) in the over-the-counter market, (iii) in transactions
            otherwise than on such exchanges or services or in the
            over-the-counter market, or (iv) through the writing of options. In
            connection with sales of the Registrable Securities or otherwise,
            the Selling Securityholder may enter into hedging transactions with
            broker-dealers, which may in turn engage in short sales of the
            Registrable Securities in the course of hedging the positions they
            assume. The Selling Securityholder may also sell Registrable
            Securities short and deliver Registrable Securities to close out
            such short positions, or loan or pledge Registrable Securities to
            broker-dealers that in turn may sell such securities.

            State any exceptions here:



By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date


                                       A-5


hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

           (i) To the Company:


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

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

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

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

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



           (ii) With a copy to:

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

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

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

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

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




Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.

                                      A-6






IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:






             Selling Securityholder
             (Print/type full legal name of beneficial owner of Registrable
             Securities)



                  By:
                  Name:
                  Title:



PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

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

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

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

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

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


                                      A-7





                                                                     EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Deutsche Bank Trust Company Americas
Aspen Insurance Holdings Limited
c/o Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York  10005
Attention:  Trust and Securities Services

         Re:      Aspen Insurance Holdings Limited (the "Company")
                  6.00% Senior Notes due 2014



Dear Sirs:

Please be advised that _________ has transferred $___________ aggregate
principal amount of the above-referenced Senior Notes pursuant to an effective
Registration Statement on Form [ ] (File No. 333- ) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Senior Notes is named as a "Selling Holder" in the
Prospectus dated [DATE] or in supplements thereto, and that the aggregate
principal amount of the Senior Notes transferred are the Senior Notes listed in
such Prospectus opposite such owner's name.

Dated:

                                               Very truly yours,


                                                       (Name)

                                                By:
                                                       (Authorized Signature)
                                      B-1