exv10w56






Exhibit 10.56




SUPPLEMENTAL CONFIRMATION





			
	To:	 	Aspen Insurance Holdings Limited

Maxwell Roberts Building

1 Church Street

Hamilton, HM 11

Bermuda







			
	From:	 	Barclays Capital Inc, acting as agent for Barclays Bank PLC






			
	Subject:	 	Collared Accelerated Stock Buyback






			
	Ref. No:	 	BN126737






			
	Date:	 	November 10, 2010





 





     The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the
Transaction entered into between Barclays Bank PLC (“Barclays”), through its agent Barclays Capital
Inc. (the “Agent”),) and Aspen Insurance Holdings Limited (“Counterparty”) (together, the
“Contracting Parties”) on the Trade Date specified below. This Supplemental Confirmation is a
binding contract between Barclays and Counterparty as of the relevant Trade Date for the
Transaction referenced below.



1. This Supplemental Confirmation supplements, forms part of, and is subject to the Master
Confirmation dated as of November 10, 2010 (the “Master Confirmation”) between the Contracting
Parties, as amended and supplemented from time to time. All provisions contained in the Master
Confirmation govern this Supplemental Confirmation except as expressly modified below.




2. The terms of the Transaction to which this Supplemental Confirmation relates are as
follows:




	 	 	 

	Trade Date:

	 	November 10, 2010
	 
	 	 
	Forward Price Adjustment Amount:

	 	[***]
	 
	 	 
	Cut-off Hedge Completion Date:

	 	[***]
	 
	 	 
	Scheduled Termination Date:

	 	[***], subject to Barclays’
right to accelerate the Termination Date to any date on or after the First Acceleration Date.
	 
	 	 
	First Acceleration Date:

	 	[***] (or, if such date is not a Scheduled Trading Day, the next following
Scheduled Trading Day).
	 
	 	 
	Prepayment Amount:

	 	USD 184,000,000
	 
	 	 
	Counterparty Additional Payment Amount:

	 	 0 
	 
	 	 
	Minimum Shares:

	 	The number of Shares equal to the quotient of (A)
the Prepayment Amount divided by 
(B) [***]% of the Hedge Period Reference Price.





 


	 	 	 
	***

	 	indicates material has been omitted
pursuant to a Confidential Treatment Request filed with the
Securities and Exchange Commission. A complete copy of this agreement
has been filed separately with the Securities and Exchange Commission.



 









 






	 	 	 

	Maximum Shares:

	 	The number of Shares equal to the quotient of (i)
the Prepayment Amount divided by (ii) [***]% of the Hedging Price.
	 
	 	 
	Initial Shares:

	 	4,429,161 
	 
	 	 
	Ordinary Dividend Amount:

	 	For any calendar quarter, USD 0.15
	 
	 	 
	Regular Dividend Dates:

	 	February 18, 2011, May 13, 2011, and August 12, 2011.






3. Counterparty represents and warrants to Barclays that neither it nor any “affiliated purchaser”
(as defined in Rule I0b- 18 under the Exchange Act) has made any purchases of blocks pursuant to
the proviso in Rule 10b-l8(b)(4) under the Exchange Act during the Sour full calendar weeks
immediately preceding the Trade Date.




4. This Supplemental Confirmation may be executed in any number of counterparts, all of which shall
constitute one and the same instrument, and any party hereto may execute this Supplemental
Confirmation by signing and delivering one or more counterparts.



 


	 	 	 
	***

	 	indicates material has been omitted
pursuant to a Confidential Treatment Request filed with the
Securities and Exchange Commission. A complete copy of this agreement
has been filed separately with the Securities and Exchange Commission.



 









 








     Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and
immediately upon receipt so that errors or discrepancies can be promptly identified and rectified
and (b) to confirm that the foregoing (in the exact form provided by Barclays) correctly sets forth
the terms of the agreement between Barclays and Counterparty with respect to this Transaction, by
manually signing this Supplemental Confirmation or this page here of as evidence of agreement to
such terms and providing the other information requested herein and immediately returning an
executed copy to Barclays at Facsimile No. 917 522 0458.



	 	 	 	 	 
	 	



BARCLAYS CAPITAL INC.,

acting solely as Agent in connection with this

Transaction

 	 
	 	By:  	/s/ Bryan Spencer
 	 
	 	Name:	  	Bryan C. Spencer 	 
	 	Title:	  	Authorized Signatory 	 
	 



	 	 	 	 	 

	Agreed and accepted by:	 	 
	ASPEN INSURANCE HOLDINGS LIMITED	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Richard Houghton
 

Richard Houghton
	 	 
	Title:

	 	Chief Financial Officer