exv10w55





Exhibit 10.55




Barclays Bank PLC

5 The North Colonnade

Canary Wharf, London E14 4BB

Facsimile:+44 (20) 777 36461

Telephone: +44 (20) 777 36810

c/o Barclays Capital Inc.

as Agent for Barclays Bank PLC

745 Seventh Ave

New York, NY 10019

Telephone: +1 212 412 4000




Opening Transaction          




	 	 	 
	To:

	 	Aspen Insurance Holdings Limited
	 

	 	Maxwell Roberts Building
	 

	 	1 Church Street
	 

	 	Hamilton, HM 11
	 

	 	Bermuda
	 
	 	 
	A/C:

	 	938-91155-11-200
	 
	 	 
	From:

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

	 	Collared Accelerated Stock Buyback
	 
	 	 
	Ref. No:

	 	BN126737
	 
	 	 
	Date:

	 	November 10, 2010






          This master confirmation (this “Master Confirmation”), dated as of November 10, 2010 is
intended to supplement the terms and provisions of certain Transactions (each, a “Transaction”)
entered into from time to time between Barclays Bank PLC (“Barclays”), through its agent Barclays
Capital Inc. (the “Agent”), and Aspen Insurance Holdings Limited (“Counterparty”). Barclays Bank
PLC is not a member of the Securities Investor Protection Corporation. Barclays is
regulated by the Financial Services Authority. This Master Confirmation, taken alone, is neither a
commitment by either party to enter into any Transaction nor evidence of a Transaction. The terms
of any particular Transaction shall be set forth in (i) a Supplemental Confirmation in the form of
Schedule A hereto (a “Supplemental Confirmation”), which shall reference this Master Confirmation
and supplement, form a part of, and be subject to this Master Confirmation and (ii) a Trade
Notification in the form of Schedule B hereto (a “Trade Notification”), which shall reference the
relevant Supplemental confirmation and supplement, form a part of, and be subject to such
Supplemental Confirmation. This Master Confirmation, each Supplemental Confirmation and the
related Trade Notification together shall constitute a “Confirmation” as referred to in the
Agreement specified below.




          The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the
“Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc.,
are incorporated into this Master Confirmation. This Master Confirmation, each Supplemental
Confirmation and the related Trade Notification evidence a complete binding agreement between
Counterparty and Barclays as to the subject matter and terms of each Transaction to which this
Master Confirmation, such Supplemental Confirmation and Trade Notification relate and shall
supersede all prior or contemporaneous written or oral communications with respect thereto.




          This Master Confirmation, each Supplemental Confirmation and each Trade Notification
supplement, form a part of, and are subject to an agreement in the form of the 1992 ISDA Master
Agreement (Multicurrency —Cross Border) (the
“Agreement”) as if Barclays and Counterparty had
executed the Agreement on the date of this Master Confirmation (but without any Schedule except for
(i) the election of Loss and Second Method, New York law (without regard to the conflicts of law
principles)





 









 







as the governing law and US Dollars (“USD”) as the Termination Currency, (ii) the election
that subparagraph (ii) of Section 2(c) will not apply to the Transactions, (iii) the replacement of
the word “third” in the last line of Section 5(a)(i) with the word “first” and (iv) the election
that the “Cross Default” provisions of Section 5(a)(vi) shall apply to Counterparty, with a
“Threshold Amount” of USD5O
million).




          All provisions contained or incorporated by reference in the Agreement shall govern this
Master
Confirmation, each Supplemental Confirmation and each Trade Notification except as expressly
modified herein.




          If, in relation to any Transaction to which this Master Confirmation, a Supplemental
Confirmation and a Trade Notification relate, there is any inconsistency between the Agreement,
this Master Confirmation, any Supplemental Confirmation, any Trade Notification and the Equity
Definitions, the following will prevail for purposes of such Transaction in the order of precedence
indicated: (i) such Trade Notification, (ii) such Supplemental Confirmation; (iii) this Master
Confirmation; (iv) the Agreement; and (v) the Equity Definitions.



1. Each Transaction constitutes a Share Forward Transaction for the purposes of the Equity
Definitions. Set forth below are the terms and conditions which, together with the terms and
conditions set forth in the related Supplemental Confirmation and Trade Notification (in respect of
the relevant Transaction), shall govern each such Transaction.



General Terms:




	 	 	 
	Trade Date: For each Transaction, as set forth in the Supplemental Confirmation.
	 
	 	 
	Buyer:

	 	Counterparty
	 
	 	 
	Seller:

	 	Barclays
	 
	 	 
	Shares:

	 	Ordinary Shares $0.0015144558 par value of Counterparty (Ticker: AHL)
	 
	 	 
	Forward Price:

	 	The average of the VWAP Prices for each Exchange Business Day in the Calculation
Period.
	 
	 	 
	VWAP Price:

	 	For any Exchange Business Day, as determined by the Calculation Agent based on
the New York Stock Exchange 10b-18 Volume Weighted Average Price per Share for the regular
trading session (including any extensions thereof) of the Exchange on such Exchange
Business Day (without regard to pre-open or after hours trading outside of such regular
trading session for such Exchange Business Day), as published by Bloomberg at 4:15 p.m.
New York time (or 15 minutes following the end of any extension of the regular trading
session) on
such Exchange Business Day, on Bloomberg page “AHL.N
<Equity> AQR-SEC” (or any successor thereto). For purposes
of calculating the VWAP Price, the Calculation Agent will include
only those trades that are reported during the period of time
during which Counterparty could purchase its own shares under Rule
10b-1 8(b)(2) and pursuant to the conditions of Rule 10b-18(b)(3),
each under the Exchange Act (as defined herein) (such trades,
“Rule l0b-18 eligible transactions”).
	 
	 	 
	Forward Price
Adjustment Amount:

	 	For each Transaction, as set forth in the Supplemental Confirmation.






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	Calculation Period:

	 	The period from and including the first Exchange Business Day immediately
Following the Hedge Completion Date to and including the Termination Date (as adjusted in
accordance with the provisions hereof).
	 
	 	 
	Termination Date:

	 	For each Transaction, the Scheduled Termination Date set forth in the
Supplemental Confirmation (as the same may be postponed in
accordance with the provisions hereof); provided that Barclays
shall have the right to designate any date (the “Accelerated
Termination Date”) on or after the First Acceleration Date to be
the Termination Date by providing notice to Counterparty of any
such designation on such date.
	 
	 	 
	First Acceleration Date:

	 	For each Transaction, as set forth in the Supplemental Confirmation.
	 
	 	 
	Hedge Period:

	 	The period from and including the day immediately after the Trade Date to
and including the Hedge Completion Date (as adjusted in accordance with the provisions
hereof).
	 
	 	 
	Hedge Completion Date:

	 	For each Transaction, as set forth in the Trade Notification, to be
the Exchange Business Day on which Barclays finishes establishing its initial Hedge
Positions in respect of such Transaction, as reasonably determined by Barclays, which date
shall be no later than the Cut-off Hedge Completion Date if such date is specified.
	 
	 	 
	Cut-off Hedge Completion
Date:

	 	For each Transaction, if applicable, as set forth in the Trade
Notification.
	 
	 	 
	Hedge Period Reference
Price:

	 	For each Transaction, as set forth in the Trade Notification, the volume weighted
average of the Market Purchase Price and the Block Purchase Price. “Market Purchase Price”
means the volume weighted average of the VWAP Prices for all Scheduled Trading Days on
which Barclays purchases Shares on the Exchange during the Hedge Period where the daily
weight for the calculation of the volume weighted average is equal to the quotient of (i)
the number of Shares Barclays purchases on such day as part of establishing its hedge
position with respect to such Transaction divided by (ii) the total number of Shares
Barclays purchases on the Exchange as part of establishing its hedge position with respect
to this Transaction during the Hedge Period. “Block Purchase Price” means the arithmetic
average purchase price per Share paid by Barclays in Rule 10b-18 block purchases (as that
term is defined below) made as part of establishing its hedge position with respect to
such Transaction during the Hedge Period.
	 
	 	 
	Market Disruption Event:

	 	The definition of “Market Disruption Event” in Section 6.3(a) of the
Equity Definitions is hereby amended by deleting the words “at any time during the
one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in
Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words
“at any






3









 






	 	 	 
	 

	 	time on any Scheduled Trading Day during the Hedge Period,
Calculation Period or Settlement Valuation Period” after the
word “material,” in the third line thereof.
	 
	 	 
	 

	 	Notwithstanding anything to the contrary in the Equity
Definitions, to the extent that a Disrupted Day occurs in the
Hedge Period, the Calculation Period, or the Settlement Valuation
Period, the Calculation Agent may in good faith and acting in a
commercially reasonable manner postpone the Hedge Completion Date,
Cut-off Hedge Completion Date or the Termination Date, or extend
the Settlement Valuation Period, as the case may be. In such
event, the Calculation Agent must determine whether (i) such
Disrupted Day is a Disrupted Day in full, in which case the VWAP
Price for such Disrupted Day shall not be included for purposes of
determining the Hedge Period Reference Price, the Forward Price or
the Settlement Price, as the case may be, or (ii) such Disrupted
Day is a Disrupted Day only in part, in which case the VWAP Price
for such Disrupted Day shall be determined by the Calculation
Agent based on Rule 10b-18 eligible transactions in the Shares on
such Disrupted Day effected before the relevant Market Disruption
Event occurred and/or after the relevant Market Disruption Event
ended, and the weighting of the VWAP Price for the relevant
Exchange Business Days during the Hedge Period, the Calculation
Period or the Settlement Valuation Period, as the case may be,
shall be adjusted in a commercially reasonable manner by the
Calculation Agent for purposes of determining the Hedge Period
Reference Price, the Forward Price or the Settlement Price, as the
case may be, with such adjustments based on, among other factors,
the duration of any Market Disruption Event and the volume,
historical trading patterns and price of the Shares.
	 
	 	 
	 

	 	If a Disrupted Day occurs during the Hedge Period, the Calculation
Period or the Settlement Valuation Period, as the case may be, and
each of the nine immediately following Scheduled Trading Days is a
Disrupted Day, then the Calculation Agent, in its good faith and
commercially reasonable discretion, may either (i) deem such ninth
Scheduled Trading Day to be an Exchange Business Day and determine
the VWAP Price for such ninth Scheduled Trading Day using its good
faith estimate of the value of the Shares on such ninth Scheduled
Trading Day based on the volume, historical trading patterns and
price of the Shares and such other factors as it deems appropriate
or (ii) further extend the Hedge Period, the Calculation Period or
the Settlement Valuation Period, as the case may be, as it deems
necessary to determine the VWAP Price.
	 
	 	 
	Exchange:

	 	New York Stock Exchange
	 
	 	 
	Related Exchange(s):

	 	All Exchanges.
	 
	 	 
	Prepayment\Variable
Obligation:

	 	Applicable
	 
	 	 
	Prepayment Amount:

	 	For each Transaction, as set forth in the Supplemental Confirmation.
	 
	 	 
	Prepayment Date:

	 	Three (3) Exchange Business Days following the Trade Date.






4









 






	 	 	 
	Counterparty Additional
Payment Amount:

	 	For each Transaction, as set forth in the Supplemental Confirmation.
	 
	 	 
	Counterparty Additional
Payment Date:

	 	Three (3) Exchange Business Days following the Trade Date.





Settlement Terms:




	 	 	 

	Physical Settlement:

	 	Applicable; provided that Barclays does not, and shall not, make the
agreement or the representations set forth in Section 9.11 of the Equity Definitions
related to the restrictions imposed by applicable securities laws with respect to any
Shares delivered by Barclays to Counterparty under any Transaction; provided further
that if the Number of Shares to be Delivered is less than the Initial Shares, the
terms of the Counterparty Settlement Provisions in Annex A shall apply.
	 
	 	 
	Number of Shares
to be Delivered:

	 	A number of Shares equal to (a) the Prepayment Amount divided
by (b) the Forward Price minus the Forward Price Adjustment Amount; provided that the
Number of Shares to be Delivered shall not be less than the Minimum Shares and not
greater than the Maximum Shares. The Number of Shares to be Delivered on the
Settlement Date shall be reduced by any Shares delivered pursuant to the Minimum Share
Delivery and Initial Share Delivery, each as described below.
	 
	 	 
	Excess Dividend
Amount:

	 	For the avoidance of doubt, all references to the Excess Dividend Amount shall
be deleted from Section 9.2(a)(iii) of the Equity Definitions.
	 
	 	 
	Settlement Date:

	 	Three (3) Exchange Business Days following the Termination Date.
	 
	 	 
	Settlement Currency:

	 	USD
	 
	 	 
	Minimum Share
Delivery:

	 	Barclays shall deliver a number of Shares equal to the difference between (i)
Minimum Shares minus (ii) the number of the Initial Shares on the Minimum Share
Delivery Date in accordance with Section 9.4 of the Equity Definitions, with the
Minimum Share Delivery Date deemed to be a “Settlement Date” for purposes of such
Section 9.4.
	 
	 	 
	Minimum Share
Delivery Date:

	 	Three (3) Exchange Business Days following the Hedge Completion Date.
	 
	 	 
	Minimum Shares:

	 	For each Transaction, as set forth in the Supplemental Confirmation.
	 
	 	 
	Maximum Shares:

	 	For each Transaction, as set forth in the Supplemental Confirmation.
	 
	 	 
	Initial Shares:

	 	For each Transaction, as set forth in the Supplemental Confirmation.
	 
	 	 
	Initial Share Delivery:

	 	Barclays shall deliver a number of Shares equal to the Initial
Shares to Counterparty on the Initial Share Delivery Date in accordance with Section
9.4 of the Equity Definitions, with the Initial Share Delivery






5









 






	 	 	 

	 

	 	Date being deemed to be a “Settlement Date” for purpose of such
Section 9.4.
	 
	 	 
	Initial Share Delivery
Date:

	 	Three Exchange Business Day following the Trade Date.





Share Adjustments:




	 	 	 

	Potential Adjustment
Event:

	 	Notwithstanding anything to the contrary in Section 11.2(e) of the Equity
Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment
Event.
	 
	 	 
	Extraordinary Dividend:

	 	For any calendar quarter occurring (in whole or in part) during the
Period from and including the first day of the Calculation Period to and including
the Termination Date, any dividend or distribution on the Shares with an ex-dividend
date occurring during such calendar quarter (other than any dividend or distribution
of the type described in Section 1 1.2(e)(i) or Section 1 1.2(e)(ii)(A) or (B) of the
Equity Definitions) (a “Dividend”) the amount or value of which (as determined by the
Calculation Agent), when aggregated with the amount or value (as determined by the
Calculation Agent) of any and all previous Dividends with ex-dividend dates occurring
in the same calendar quarter, exceeds the Ordinary Dividend Amount.
	 
	 	 
	Ordinary Dividend
Amount:

	 	For each Transaction, as set forth in the Supplemental Confirmation.
	 
	 	 
	Method of Adjustment:

	 	Calculation Agent Adjustment






Extraordinary Events:




Consequences of

Merger Events:




	 	 	 

	(a) Share-for-Share: Modified Calculation Agent Adjustment
	 
	 	 
	(b) Share-for-Other: Cancellation and Payment
	 
	 	 
	(c) Share-for-Combined: Component Adjustment
	 
	 	 
	Determining Party:

	 	Barclays
	 
	 	 
	Tender Offer:

	 	Applicable; provided that (i) Section 12.1(1) of the Equity Definitions shall
be amended (x) by deleting the parenthetical in the fifth line thereof, (y) by
replacing “that” in the fifth line thereof with “whether or not
such announcement” and (z) by adding immediately after the words
“Tender Offer” in the fifth line thereof “, and any publicly
announced change or amendment to such an announcement (including
the announcement of an abandonment of such intention)” and (ii)
Sections 12.3(a) and 12.3(d) of the Equity Definitions shall each
be amended by replacing each occurrence of the words “Tender Offer
Date” by “Announcement Date.”






6









 





Consequences of

Tender Offers:




	 	 	 

	(a) Share-for-Share: Modified Calculation Agent Adjustment or Cancellation and Payment, at
the election of Barclays
	 
	 	 
	(b) Share-for-Other: Modified Calculation Agent Adjustment or Cancellation and Payment,
at the election of Barclays
	 
	 	 
	(c) Share-for-Combined: Modified Calculation Agent Adjustment or Cancellation and payment,
at the election of Barclays






	 	 	 

	Nationalization,
Insolvency or Delisting:

	 	Cancellation and Payment; provided that in
addition to the provisions of Section
12.6(a)(iii) of the Equity Definitions, it shall
also constitute a Delisting if the Exchange is
located in the United States and the Shares are
not immediately relisted, re-traded or re-quoted
on any of the New York Stock Exchange, the
American Stock Exchange, The NASDAQ Global Select
Market or The NASDAQ Global Market (or their
respective successors); if the Shares are
immediately re-listed, re-traded or re-quoted on
any such exchange or quotation system, such
exchange or quotation system shall be deemed to
be the Exchange.





Notwithstanding anything to the contrary in the Equity Definitions, if, as a result of a Merger
Event, a Tender Offer, a Nationalization, an Insolvency or a Delisting, Cancellation and Payment
applies to one or more Transactions hereunder (whether in whole or in part), an Additional
Termination Event (with the Transactions (or portions thereof) to which Cancellation and Payment
applies being the Affected Transactions, Counterparty being the sole Affected Party and the Early
Termination Date being the date on which such Transactions would be cancelled pursuant to Article
12 of the Equity Definitions) shall be deemed to occur, and, in lieu of Sections 12.7 and 12.8 of
the Equity Definitions, Section 6 of the Agreement shall apply to such Affected Transactions.



Additional Disruption Events:




	 	 	 

	(a) Change in Law:	 	Applicable
	 
	 	 
	(b) Failure to Deliver:	 	Applicable
	 
	 	 
	(c) Insolvency Filing:	 	Applicable
	 
	 	 
	(d) Loss of Stock Borrow:

	 	Applicable; provided that Sections 12.9(a)(vii) and 12.9(b)(iv)
of the Equity Definitions shall be amended by deleting the
words “at a rate equal to or less than the Maximum Stock
Loan Rate” and replacing them with “at a rate of return equal
to or greater than zero”.






	 	 	 

	Hedging Party:

	 	Barclays
	 
	 	 
	Determining Party:

	 	Barclays





Notwithstanding anything to the contrary in the Equity Definitions, if, as a result of an
Additional Disruption Event, any Transaction is cancelled or terminated, an Additional Termination
Event (with such terminated Transaction(s) being the Affected Transaction(s), Counterparty being
the sole Affected Party and the Early Termination Date being the date on which such Transaction(s)
would be cancelled or terminated pursuant to Article 12 of the Equity Definitions) shall be deemed
to occur, and, in lieu of






7









 







Sections 12.7 and 12.8 of the Equity Definitions, Section 6 of the Agreement shall apply to such
Affected Transaction(s).




	 	 	 

	Non-Reliance/Agreements and
Acknowledgements Regarding
Hedging Activities/Additional
Acknowledgements:

	 	Applicable
	 
	Transfer:

	 	Notwithstanding anything to the contrary in
the Agreement, Barclays may assign,
transfer and set over all rights, title and
interest, powers, privileges and remedies
of Barclays under this Transaction, in
whole or in part, to an affiliate of
Barclays whose obligations are guaranteed
by Barclays without the consent of
Counterparty; provided that any such
assignment will not cause a Tax Event with
Counterparty as an Affected Party.





Barclays Payment Instructions:



Bank: Barclays Bank plc NY

ABA# 026 00 2574

BIC: BARCUS33

Acct: 50038524

Beneficiary: BARCGB33

Ref: Barclays Bank plc London Equity Derivatives




	 	 	 

	Counterparty’s Contact Details
for Purpose of Giving Notice:

	 	Richard Houghton

Aspen Insurance Holdings Limited
	 

	 	c/o Aspen Insurance UK Limited
	 

	 	30 Fenchurch Street
	 

	 	London EC3M 3BD
	 

	 	United Kingdom
	 

	 	Telephone No.: +44 207 184 82 12
	 

	 	Facsimile No.: +44 207 184 8500






	 	 	 

	Barclays’s Contact Details for
Purpose of Giving Notice:
	 	 
	 

	 	Barclays Bank PLC
	 

	 	c/o Barclays Capital Inc
	 

	 	745 Seventh Ave
	 

	 	New York, NY 10019
	 

	 	Attention: Paul Robinson
	 

	 	Telephone No.: (+1) 212-526-0111
	 

	 	Facsimile No.: (+1) 917-522-0458
	 
	2. Calculation Agent.

	 	Barclays









8









 








	 	 	 

	3.

	 	Additional Mutual Representations, Warranties and Covenants. In addition to the
representations and warranties in the Agreement, each party represents, warrants and covenants
to the other party that:
	 
	 	 
	 

	 	(a) Eligible Contract Participant. It is an “eligible contract participant”, as
defined in the U.S. Commodity Exchange Act (as amended), and is entering into each
Transaction hereunder as principal and not for the benefit of any third party.
	 
	 	 
	 

	 	(b) Accredited Investor. Each party acknowledges that the offer and sale of each
Transaction to it is intended to be exempt from registration under the Securities Act of
1933, as amended (the “Securities Act”), by virtue of Section 4(2) thereof and the
provisions of Regulation D thereunder (“Regulation D”). Accordingly, each party represents
and warrants to the other that (i) it has the financial ability to bear the economic risk
of its investment in each Transaction and is able to bear a total loss of its investment,
(ii) it is an “accredited investor” as that term is defined under Regulation D and (iii)
the disposition of each Transaction is restricted under this Master
Confirmation, the Securities Act and state securities laws.
	 
	 	 
	4.

	 	Additional Representations, Warranties and Covenants of Counterparty. In addition to
the representations, warranties and covenants in the Agreement and those contained herein, as
of (i) the date hereof, (ii) the Trade Date for each Transaction hereunder and (iii) to the
extent indicated below, each day during the Hedge Period and Calculation Period for each
Transaction hereunder, Counterparty represents, warrants and covenants to Barclays that:
	 
	 	 
	 

	 	(a) the purchase or writing of each Transaction and the transactions contemplated hereby will not
violate Rule 13e-1 or Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”);
	 
	 	 
	 

	 	(b) it is not entering into any Transaction (i) on the basis of, and is not aware of, any
material non-public information with respect to the Shares (ii) in anticipation of, in
connection with, or to facilitate, a distribution of its securities, a self tender offer or
a third-party tender offer or (iii) to create actual or apparent trading activity in the
Shares (or any security convertible into or exchangeable for the Shares) or to raise or
depress or otherwise manipulate the price of the Shares (or any security convertible into
or exchangeable for the Shares);
	 
	 	 
	 

	 	(c) each Transaction is being entered into pursuant to a publicly disclosed Share buy-back
program
And its Board of Directors has approved the use of derivatives to effect the Share buy-back
program;
	 
	 	 
	 

	 	(d) without limiting the generality of Section 13.1 of the Equity Definitions, it acknowledges
that
Barclays is not making any representations or warranties with respect to the treatment of
any Transaction under FASB Statements 128, 133 as amended, or 149, 150, EITF 00-19, EITF
03-6 (or any successor issue statements) or under Financial Accounting Standards Board’s
Liabilities & Equity Project;
	 
	 	 
	 

	 	(e) Counterparty is in compliance with its reporting obligations under the Exchange Act and
its most recent Annual Report on Form 10-K, together with all reports subsequently filed by
it pursuant to the Exchange Act, taken together and as amended and supplemented to the date
of this representation, do not, as of their respective filing dates, contain any untrue
statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading;
	 
	 	 
	 

	 	(f) Counterparty shall report each Transaction as required under Regulation S-K and/or
Regulation SB under the Exchange Act, as applicable;
	 
	 	 
	 

	 	(g) Counterparty is not, and will not be, engaged in a “distribution” of Shares or securities
that are






9









 






	 	 	 

	 

	 	convertible into, or exchangeable or exercisable for Shares for purposes of Regulation M
promulgated under the Exchange Act (“Regulation M”) at any time during the Hedge Period or
the Relevant Period for any Transaction unless Counterparty has provided written notice to
Barclays of such distribution (a “Regulation M Distribution Notice”) not later than the
Scheduled Trading Day immediately preceding the first day of the relevant “restricted
period” (as defined in Regulation M); Counterparty acknowledges that any such notice may
cause the Hedge Period or the Calculation Period to be extended or suspended pursuant to
Section 5 below; accordingly, Counterparty acknowledges that its delivery of such notice
must comply with the standards set forth in Section 6 below; “Relevant Period” means, for
any Transaction, the period commencing on the first day of the Calculation Period and
ending on the 20th Exchange Business Day immediately following the end of the Calculation
Period (or, if later, the First Acceleration Date without regard to any acceleration
thereof pursuant to “Special Provisions for Friendly Transaction Announcements” below), or
such earlier day as elected by Barclays and communicated to Counterparty on such day;
	 
	 	 
	 

	 	(h) Counterparty acknowledges that each Transaction is a derivatives transaction in which
it has granted Barclays an option; Barclays may purchase shares for its own account at an
average price that may be greater than, or less than, the price paid by Counterparty under
the terms of the related Transaction;
	 
	 	 
	 

	 	(i) as of the Trade Date, the Prepayment Date, the Minimum Share Delivery Date, the Settlement
Date and any Second Settlement Date for each Transaction, Counterparty is not insolvent
(including, without limitation, for purpose of the Companies Act of 1981 of Bermuda) as
such term is defined under Section lOl(32) of the U.S. Bankruptcy Code (Title 11 of the
United States Code) (the “Bankruptcy Code”) and Counterparty would be able to purchase a
number of Shares equal to the Maximum Shares in compliance with the laws of the
jurisdiction of Counterparty’s incorporation;
	 
	 	 
	 

	 	(j) Counterparty is not and, after giving effect to any Transaction, will not be, required
to register as an “investment company” as such term is defined in the Investment Company
Act of 1940, as amended; and
	 
	 	 
	 

	 	(k) subject to Section 7(b) below, it has not and, during the Hedge Period or Relevant
Period for any Transaction, will not enter into agreements similar to the Transactions
described herein where any initial hedge period (however defined), the calculation period
(however defined), or the relevant period (however defined) or any settlement valuation
period (however defined) in such other transaction will overlap at any time (including as a
result of extensions in such initial hedge period, calculation period, relevant period or
settlement valuation period as provided in the relevant agreements) with any Hedge Period,
the Relevant Period or, if applicable, any Settlement
Valuation Period under this Master Confirmation. In the event that the initial hedge
period, calculation period, relevant period or settlement valuation period in any other
similar transaction overlaps with any Hedge Period, the Relevant Period or, if applicable,
any Settlement Valuation Period under this Master Confirmation as a result of any
postponement of the Hedge Completion Date or the Termination Date or extension of the
Settlement Valuation Period pursuant to Section 5 herein, Counterparty shall promptly amend
such transaction to avoid any such overlap.
	 
	 	 
	5.

	 	Suspension of Hedge Period, Calculation Period or Settlement Valuation Period.
	 
	 	 
	 

	 	(a) If Counterparty concludes that it will be engaged in a distribution of the Shares for
purposes of
Regulation M, Counterparty agrees that it will, on a day no later than the Scheduled
Trading Day immediately preceding the start of the relevant restricted period, provide
Barclays with a Regulation M Distribution Notice. If on any Scheduled Trading Day
Counterparty delivers the Regulation M Distribution Notice in writing (and confirms by
telephone) by 8:30 a.m. New York Time (the “Notification Time”) then such notice shall be
effective as of such Notification Time. In the event that Counterparty delivers such
Regulation M Distribution Notice in writing and/or







10











 






Confirm by telephone after the Notification Time, then such notice shall be effective
as of 8:30 a.m. New York Time on the following Scheduled Trading Day or as otherwise
required by law or agreed between Counterparty and Barclays Upon the effectiveness of such
Regulation M Distribution Notice, the Calculation Period, the Hedge Period and/or the
Settlement Valuation Period, as the case may be, shall be suspended and the Termination
Date or the Hedge Completion Date or both, as the case may be, shall be postponed, or the
Settlement Valuation Period extended, as the case may be, for each Scheduled Trading Day in
such restricted period; accordingly, Counterparty acknowledges that its delivery of such
notice must comply with the standards set forth in Section 6 below, including, without
limitation, the requirement that such notice be made at a time at which none of
Counterparty or any officer, director, manager or similar person of Counterparty is aware
of any material non-public information regarding Counterparty or the Shares.




(b) In the event that Barclays concludes, in its reasonable discretion, based on advice of
outside legal counsel, that it is appropriate with respect to any legal, regulatory or
self-regulatory requirements or related policies and procedures (whether or not such
requirements, policies or procedures are imposed by law or have been voluntarily adopted by
Barclays), for it to refrain from purchasing Shares on any Scheduled Trading Day during the
Hedge Period, the Calculation Period or, if applicable, the Settlement Valuation Period,
Barclays may by written notice to Counterparty elect to suspend the Hedge Period, the
Calculation Period and/or the Settlement Valuation Period, as the case may be, for such
number of Scheduled Trading Days as is specified in the notice; provided that Barclays may
exercise such right to refrain from purchasing Shares only in relation to events or
circumstances that are not the result of deliberate actions of it or any of its affiliates
with the intent to avoid its obligations under the terms of any Transaction; provided
further that Barclays may exercise its right to refrain from purchasing Shares as a result
of policies and procedures voluntarily adopted by Barclays only in relation to events or
circumstances that (i) are unknown to it or any of its affiliates at the Trade Date of any
Transaction and (ii) occur within the normal course of its or any of its affiliates
business. The notice shall not specify, and Barclays shall not otherwise communicate to
Counterparty, the reason for Barclays’s election to suspend the Hedge Period, the
Calculation Period and/or the Settlement Valuation Period, as the case may be. The Hedge
Period, the Calculation Period and/or the Settlement Valuation Period, as the case may be,
shall be suspended and the Hedge Completion Date or the Termination Date or both, as the
case may be, shall be postponed, or the Settlement Valuation Period extended, as the case
may be, for each Scheduled Trading Day occurring during any such suspension.




(c) In the event that the Calculation Period, the Hedge Period and/or the Settlement
Valuation Period, as the case may be, is suspended pursuant to Section 5(a) or 5(b) above
during the regular trading session on the Exchange, such suspension shall be deemed to be
an additional Market Disruption Event, and the second and third paragraphs under “Market
Disruption Event” shall apply.




(d) In the event that the Calculation Period is extended or suspended pursuant to any
provision hereof (including, without limitation, pursuant to Section 9(d) below), the
Calculation Agent, in its good faith and commercially reasonable discretion, shall adjust
any relevant terms of the related Transaction if necessary to preserve as nearly as
practicable the economic terms of such Transaction prior to such extension; provided that
Counterparty shall not be required to make any additional cash payments or deliver any
Shares in connection with any such adjustments.




	6.	 	10b5-1 Plan. Counterparty represents, warrants and covenants to Barclays that for
each Transaction:






(a) Counterparty is entering into this Master Confirmation and each Transaction
hereunder in good faith and not as part of a plan or scheme to evade the prohibitions of
Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”). It is the intent of the parties that
each Transaction entered into under this Master Confirmation comply with the requirements
of Rule 10b5-l(c)(l)(i)(A) and (B)



11









 






and each Transaction entered into under this Master Confirmation shall be interpreted to
comply with the requirements of Rule 10b5-l(c).




(b) Counterparty will not seek to control or influence Barclays to make “purchases or
sales” (within The meaning of Rule 10b5-l(c)(l)(i)(B)(3)) under any Transaction entered
into under this Master Confirmation, including, without limitation, Barclays’s decision to
enter into any hedging transactions. Counterparty represents and warrants that it has
consulted with its own advisors as to the legal aspects of its adoption and implementation
of this Master Confirmation, each Supplemental Confirmation and each Trade Notification
under Rule 10b5-1.




(c) Counterparty acknowledges and agrees that any amendment, modification, waiver or
termination of this Master Confirmation, the relevant Supplemental Confirmation or Trade
Notification must be effected in accordance with the requirements for the amendment or
termination of a “plan” as defined in Rule 10b5-l(c). Without limiting the generality of
the foregoing, any such amendment, modification, waiver or termination shall be made in
good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and
no such amendment, modification, waiver or termination shall be made at any time at which
Counterparty or any officer, director, manager or similar person of Counterparty is aware
of any material non-public information regarding Counterparty or the Shares.




	7.	 	Counterparty Purchases.






(a) Subject to Section 7(b) below, Counterparty (or any “affiliated purchaser” as defined
in Rule 10b-18 under the Exchange Act (“Rule l0b-18”)) shall not, without the prior written
consent of Barclays, directly or indirectly purchase any Shares, listed contracts on the
Shares or securities that are convertible into, or exchangeable or exercisable for Shares
(including, without limitation, any Rule 10b-18 purchases of blocks, as defined in Rule
10b-18 (“blocks”)) during any Hedge Period or Relevant Period (as extended pursuant to the
provisions hereof) or, if applicable, Settlement Valuation Period. During this time, any
such purchases by Counterparty shall be made through Barclays, or if not through Barclays,
with the prior written consent of Barclays, and in compliance with Rule 10b-18 or otherwise
in a manner that Counterparty and Barclays believe is in compliance with applicable
requirements.




(b) In respect of any Transaction, the parties agree that Section 4(k) and Section 7(a)
shall not prohibit privately-negotiated, off-market repurchases of Shares by Counterparty
from Appleby Trust (Bermuda) Limited or any of its successors during the Hedge Period,
Calculation Period or, if applicable, Settlement Valuation Period of such Transaction.




	8.	 	Dividends Event.






(a) The declaration of any Extraordinary Dividend by the Issuer during the Calculation
Period will constitute an Additional Termination Event, with Counterparty as the sole
Affected Party and all Transactions hereunder as the Affected Transactions.




(b) If a record date for any Dividend that is not an Extraordinary Dividend occurs during
any calendar quarter occurring (in whole or in part) during the Relevant Period and is
prior to the Regular Dividend Date for such calendar quarter, the Calculation Agent shall
make such adjustment to the exercise, settlement, payment or any other terms of the
Transaction as the Calculation Agent determines appropriate to account for the economic
effect on the Transaction of such event.




“Regular Dividend Date” means each date specified on Schedule A.




	9.	 	Special Provisions for Merger Transactions. Notwithstanding anything to the contrary
herein or in The Equity Definitions,




12









 












(a) Counterparty shall, prior to the opening of trading in the Shares on any day during any
Hedge
Period, Calculation Period or Settlement Valuation Period, as the case may be, on which
Counterparty makes, or expects to be made, any public announcement (as defined in Rule
165(f) under the Securities Act of 1933, as amended) of any Merger Transaction, notify
Barclays of such public announcement;




(b) promptly notify Barclays following any such announcement that such announcement has been
made; and




(c) promptly provide Barclays with written notice specifying (i) Counterparty’s average daily
Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months
immediately preceding the Announcement Date that were not effected through Barclays or its
affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule
10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the
Announcement Date. Such written notice shall be deemed to be a certification by
Counterparty to Barclays that such information is true and correct. In addition,
Counterparty shall promptly notify Barclays of the earlier to occur of the completion of
such transaction and the completion of the vote by target shareholders. Counterparty
acknowledges that any such notice may cause the terms of any Transaction to be adjusted or
such Transaction to be terminated; accordingly, Counterparty acknowledges that its delivery
of such notice must comply with the standards set forth in Section 6; and




(d) Barclays in its sole discretion may (i) make adjustments to the terms of any
Transaction, including, without limitation, the Termination Date, the Forward Price
Adjustment Amount and the Maximum Shares to account for the number of Shares that could be
purchased on each day during the Hedge Period or the Calculation Period in compliance with
Rule 10b-1 8 following such public announcement, provided that Counterparty shall not be
required to make any additional cash payments or deliver any Shares in connection with any
such adjustments (unless otherwise provided for in Sections 10 or 15 below) or (ii) treat
the occurrence of such public announcement as an Additional Termination Event with
Counterparty as the sole Affected Party.




“Merger Transaction” means any merger, acquisition or similar transaction involving a
recapitalization as contemplated by Rule 10b- 18(a)(13)(iv) under the Exchange Act.




	10.	 	Special Provisions for Friendly Transaction Announcements. (a) If a Friendly
Transaction Announcement occurs on or prior to the Settlement Date for any Transaction, then
the Number of Shares to be Delivered for such Transaction shall be determined as if the words
“less than the Minimum Shares and not” were deleted from the definition thereof. If a Friendly
Transaction Announcement occurs after the Trade Date, but prior to the First Acceleration Date
of any Transaction, the First Acceleration Date shall be the date of such Friendly Transaction
Announcement. If a Friendly Transaction Announcement occurs after the Settlement Date for any
Transaction or any earlier date of termination or cancellation of such Transaction pursuant to
Section 6 of the Agreement or Article 12 of the Equity Definitions, then a second settlement
of such Transaction (a “Second Settlement”) shall occur (notwithstanding such earlier
termination or cancellation) with a Number of Shares to be Delivered equal to the lesser of
(i) zero and (ii) (x) the Number of Shares to be Delivered determined pursuant to the first
sentence of this paragraph as if such Friendly Transaction Announcement occurred prior to such
Settlement Date minus (y) the Number of Shares to be Delivered determined pursuant to Section
1 of this Confirmation (provided that in the case of a Second Settlement occurring after such
an early termination or cancellation, a Number of Shares to be Delivered shall not be
determined and instead a Forward Cash Settlement Amount will be determined as provided in
Annex A). If the Number of Shares to be Delivered for any settlement of any Transaction is a
negative number, then the terms of the Counterparty Settlement Provisions in Annex A shall
apply.






(b) “Friendly Transaction Announcement” means (i) an Acquisition Transaction Announcement
by Counterparty or its board of directors prior to the last day of the Relevant Period or
any earlier date of termination or cancellation of the relevant Transaction pursuant to
Section 6 of the



13









 






Agreement or Article 12 of the Equity Definitions (such date, the “Actual Termination
Date”), (ii) an announcement by Counterparty or its board of directors prior to the date
three months following the Scheduled Termination Date that an Acquisition Transaction that
is the subject of an Acquisition Transaction Announcement occurring prior to the Actual
Termination Date has been approved, agreed to, recommended by or otherwise consented to by
Counterparty or its board of directors, or negotiated by Counterparty or any authorized
representative of Counterparty, or (iii) where Counterparty or its board of directors has a
legal obligation to make a recommendation to its shareholders in respect of any such
Acquisition Transaction prior to the date three months following the Scheduled Termination
Date, the absence of a recommendation that its shareholders reject such transaction.




(c) “Acquisition Transaction Announcement” means (i) the announcement of an Acquisition
Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered
into an agreement, a letter of intent or an understanding designed to result in an
Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into,
or to explore strategic alternatives or other similar undertaking that may include, an
Acquisition Transaction, or (iv) any other announcement that in the reasonable judgment of
the Calculation Agent may result in an Acquisition Transaction. For the avoidance of doubt,
announcements as used in the definition of Acquisition Transaction Announcement refer to
any public announcement whether made by the Issuer or a third party.




(d) “Acquisition Transaction” means (i) any Merger Event (for purposes of this definition
the definition of Merger Event shall be read with the references therein to “100%” being
replaced by “25%” and to “50%” by “67.5% and without reference to the clause beginning
immediately following the definition of Reverse Merger therein to the end of such
definition) or Tender Offer, or any other transaction involving the merger of Counterparty
with or into any third party, (ii) the sale or transfer of all or substantially all of the
assets of Counterparty, (iii) a recapitalization, reclassification, binding share exchange
or other similar transaction, (iv) any acquisition, lease, exchange, transfer, disposition
(including by way of spin-off or distribution) of assets (including any capital stock or
other ownership interests in subsidiaries) or other similar event by Counterparty or any of
its subsidiaries where the aggregate consideration transferable or receivable by or to
Counterparty or its subsidiaries exceeds 33% of the market capitalization of Counterparty
(excluding, for the avoidance of doubt, transactions solely between or among Counterparty
and its subsidiaries) and (v) any transaction in which Counterparty or its board of
directors has a legal obligation to make a recommendation to its shareholders in respect of
such transaction (whether pursuant to Rule 14e-2 under the Exchange Act or otherwise).




	11.	 	Acknowledgments. The parties hereto intend for:






(a) Each Transaction to be a “securities contract” as defined in Section 741(7) of the
Bankruptcy Code, a “swap agreement” as defined in Section l0l(53B) of the Bankruptcy Code
and a “forward contract” as defined in Section 101(25) of the Bankruptcy Code, and the
parties hereto to be entitled to the protections afforded by, among other Sections,
Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(0), 546(e), 546(g), 546(j), 555, 556, 560
and 561 of the Bankruptcy Code;




(b) The Agreement to be a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code;




(c) A party’s right to liquidate or terminate any Transaction, net out or offset termination
values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of
Default or Termination Event under the Agreement with respect to the other party or any
Extraordinary Event that results in the termination or cancellation of any Transaction to
constitute a “contractual right” (as defined in the Bankruptcy Code);



14









 






(d) Any cash, securities or other property transferred as performance assurance, credit
support or collateral with respect to each Transaction to constitute “margin payments” and
“transfers” (as defined in the Bankruptcy Code); and




(e) All payments for, under or in connection with each Transaction, all payments for the
Shares and the transfer of such Shares to constitute “settlement payments” and “transfers”
(as defined in the Bankruptcy Code).




	12.	 	Credit Support Documents. The parties hereto acknowledge that no Transaction
hereunder is secured by any collateral that would otherwise secure the obligations of
Counterparty herein or pursuant to the Agreement.






	13.	 	Limitation on Set-off. (a) Notwithstanding anything to the contrary in the Agreement or
the Equity Definitions, the calculation of any Settlement Amounts and Unpaid Amounts shall be
calculated separately for (A) all Terminated Transactions in the Shares of the Issuer that
qualify as equity under applicable accounting rules (collectively, the “Equity Shares”) as
determined by the Calculation Agent and (B) all other Terminated Transactions under the
Agreement including, without limitation, Transactions in Shares other than those of the
Issuer (collectively, the “Other Shares”) and the netting and set-off provisions of the
Agreement shall only operate to provide netting and set-off (i) among Terminated
Transactions in the Equity Shares and (ii) among Terminated Transactions in the Other
Shares. In no event shall the netting and set-off provisions of the Agreement operate to
permit netting and set-off between Terminated Transactions in the Equity Shares and
Terminated Transactions in the Other Shares.






(b) The parties agree that upon the occurrence of an Event of Default or Termination Event
with respect to a party who is the Defaulting Party or an Affected Party (“X”), the other
party (“Y) will have the right (but not be obliged) without prior notice to X or any other
person to set-off or apply any obligation of X owed to Y (whether or not matured or
contingent and whether or not arising under the Agreement, and regardless of the currency,
place of payment or booking office of the obligation) against any obligation of Y owed to X
(whether or not matured or contingent and whether or not arising under the Agreement, and
regardless of the currency, place of payment or booking office of the obligation). Y will
give notice to the other party of any set-off effected under this Section 13.




Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y
into the Termination Currency at the rate of exchange at which such party would be able,
acting in a reasonable manner and in good faith, to purchase the relevant amount of such
currency. If any obligation is unascertained, Y may in good faith estimate that obligation
and set-off in respect of the estimate, subject to the relevant party accounting to the
other when the obligation is ascertained. Nothing in this Section 13 shall be effective to
create a charge or other security interest. This Section 13 shall be without prejudice and
in addition to any right of set-off, combination of accounts, lien or other right to which
any party is at any time otherwise entitled (whether by operation of law, contract or
otherwise).




(c) Notwithstanding anything to the contrary in the foregoing, Barclays agrees not to set off
or net amounts due from Counterparty with respect to any Transaction against amounts due from
Barclays to Counterparty with respect to contracts or instruments that are not Equity
Contracts. “Equity Contract” means any transaction or instrument that does not convey
rights to Barclays senior to claims of common stockholders in the event of Counterparty’s bankruptcy.




	14.	 	Delivery of Shares. (a) Barclays may, by notice to Counterparty prior to the Minimum
Share Delivery Date (the “Nominal Delivery Date”), elect to deliver the Shares it is required
to deliver under “Minimum Share Delivery” (above) on two or more dates (each, a “Staggered
Delivery Date”) or at two or more times on the Nominal Delivery Date as follows:




15









 












(i) in such notice, Barclays will specify to Counterparty the related Staggered Delivery
Dates (each of which will be on or prior to the Nominal Delivery Date, but not prior to the
beginning of he Hedge Period) or delivery times and how it will allocate the Shares it is
required to deliver under “Minimum Share Delivery” (above) among the Staggered Delivery
Dates or delivery times; and




(ii) the aggregate number of Shares that Barclays will deliver to Counterparty hereunder on
all such Staggered Delivery Dates and delivery times will equal the number of Shares that
Barclays would otherwise be required to deliver on such Nominal Delivery Date.




	15.	 	Early Termination. In the event that an Early Termination Date (whether as a result
of an Event of Default or a Termination Event) occurs or is designated with respect to any
Transaction (except as a result of a Merger Event in which the consideration or proceeds to be
paid to holders of Shares consists solely of cash), if either party would owe any amount to
the other party pursuant to Section 6(d)(ii) of the Agreement (any such amount, a “Payment
Amount”), then, in lieu of any payment of such Payment Amount, Counterparty may, no later than
the Early Termination Date or the date on which such Transaction is terminated, elect to
deliver or for Barclays to deliver, as the case may be, to the other party a number of Shares
(or, in the case of a Merger Event, a number of units, each comprising the number or amount of the securities or property that a
hypothetical older of one Share would receive in such Merger Event (each such unit, an
“Alternative Delivery Unit” and, the securities or property comprising such unit,
“Alternative Delivery Property”) with a value equal to the Payment Amount, as determined by
the Calculation Agent (and the parties agree that, in making such determination of value,
the Calculation Agent may take into account a number of factors, including the market price
of the Shares or Alternative Delivery Property on the date of early termination and, if
such delivery is made by Barclays, the prices at which Barclays purchases Shares or
Alternative Delivery Property to fulfil its delivery obligations under this Section 15);
provided that in determining the composition of any Alternative Delivery Unit, if the
relevant Merger Event involves a choice of consideration to be received by holders, such
holder shall be deemed to have elected to receive the maximum possible amount of cash. If
such delivery is made by Counterparty, paragraphs 2 through 7 of Annex A shall apply as if
such delivery were a settlement of the Transaction to which Net Share Settlement (as
defined in Annex A) applied, the Cash Settlement Payment Date were the Early Termination
Date and the Forward Cash Settlement Amount were zero (0) minus the Payment Amount owed by
Counterparty.






	16.	 	Calculations and Payment Date upon Early Termination. The parties acknowledge and
agree that in calculating Loss pursuant to Section 6 of the Agreement Barclays may (but need
not) determine losses without reference to actual losses incurred but based on expected losses
assuming a commercially reasonable (including without limitation with regard to reasonable
legal and regulatory guidelines) risk bid were used to determine loss to avoid awaiting the
delay associated with closing out any hedge or related trading position in a commercially
reasonable manner prior to or sooner following the designation of an Early Termination Date.
Notwithstanding Anything to the contrary in Section 6(d)(ii) of the Agreement, all amounts
calculated as being due in respect of an Early Termination Date under Section 6(e) of the
Agreement will be payable on the day that notice of the amount payable is effective; provided
that if Counterparty elects to receive Shares or Alternative Delivery Property in accordance
with Section 14, such Shares or Alternative Delivery Property shall be delivered on a date
selected by Barclays as promptly as practicable.






	17.	 	Special Provisions for Counterparty Payments. The parties hereby agree that,
notwithstanding anything to the contrary herein or in the Agreement, in the event that an
Early Termination Date (whether as a result of an Event of Default or a Termination Event)
occurs or is designated with respect to any Transaction and, as a result, Counterparty owes to
Barclays an amount calculated under Section 6(e) of the Agreement (calculated as if the
Transactions being terminated on such Early Termination Date were the sole Transactions under
the Agreement), such amount shall be deemed to be zero; provided that (i) following a Friendly
Transaction Announcement or (ii) if the Initial Shares is greater than the Minimum Shares,
this Section 17 shall cease to apply.




16









 












	18.	 	Claim in Bankruptcy. Barclays agrees that in the event of the bankruptcy of
Counterparty, Barclays shall not have rights or assert a claim that is senior in priority to
the rights and claims available to the shareholders of the common stock of Counterparty.






	19.	 	Role of Agent. Each of Barclays and Counterparty acknowledges to and agrees with the
other party hereto and to and with the Agent that (i) the Agent is acting as agent for
Barclays under the Transaction pursuant to instructions from such party, (ii) the Agent is not
a principal or party to the Transaction, and may transfer its rights and obligations with
respect to the Transaction, (iii) the Agent shall have no responsibility, obligation or
liability, by way of issuance, guaranty, endorsement or otherwise in any manner with respect
to the performance of either party under the Transaction, (iv) Barclays and the Agent have not
given, and Counterparty is not relying (for purposes of making any investment decision or
otherwise) upon, any statements, opinions or representations (whether written or oral) of
Barclays or the Agent, other than the representations expressly set forth in this Confirmation
or the Agreement, and (v) each party agrees to proceed solely against the other party, and not
the Agent, to collect or recover any money or securities owed to it in connection with the
Transaction. Each party hereto acknowledges and agrees that the Agent is an intended third
party beneficiary hereunder. Counterparty acknowledges that the Agent is an affiliate of
Barclays.






	20.	 	Regulatory Provisions. The time of dealing for the Transaction will be confirmed by
Barclays upon written request by Counterparty. The Agent will furnish to Counterparty upon
written request a statement as to the source and amount of any remuneration received or to be
received by the Agent in connection with a Transaction.






	21.	 	Method of Delivery. Whenever delivery of funds or other assets is required hereunder
by or to Counterparty, such delivery shall be effected through Agent. In addition, all
notices, demands and communications of any kind relating to the Transaction between Barclays
and Counterparty shall be transmitted exclusively through Agent.






	22.	 	Governing Law. The Agreement, this Master Confirmation, each Supplemental
Confirmation, each Trade Notification and all matters arising in connection with the
Agreement, this Master Confirmation, each Supplemental Confirmation and each Trade
Notification shall be governed by, and construed and enforced in accordance with, the laws of
the State of New York (without reference to its choice of laws doctrine).






	23.	 	Offices. The Office of Barclays for each Transaction is: 745 Seventh Ave., New York,
NY 10019. The Office of Counterparty for each Transaction is: Maxwell Roberts Building, 1
Church Street, Hamilton, HM 11, Bermuda.






	24.	 	Arbitration. The Agreement, this Master Confirmation, each Supplemental Confirmation
and each Trade Notification are subject to the following arbitration provisions:






(a) All parties to this Confirmation are giving up the right to sue each other in court,
including the right to a trial by jury, except as provided by the rules of the arbitration
forum in which a claim is filed.




(b) Arbitration awards are generally final and binding; a party’s ability to have a court
reverse or modify an arbitration award is very limited.




(c) The ability of the parties to obtain documents, witness statements and other discovery
is generally more limited in arbitration than in court proceedings.




(d) The arbitrators do not have to explain the reason(s) for their award.




(e) The panel of arbitrators will typically include a minority of arbitrators who were or
are affiliated with the securities industry, unless Counterparty is a member of the
organization



17









 






sponsoring the arbitration facility, in which case all arbitrators may be affiliated with
the securities industry.


          (f) The rules of some arbitration forums may impose time limits for bringing a claim in
arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.




(g) The rules of the arbitration forum in which the claim is filed, and any amendments
thereto, shall be incorporated into this Confirmation.




     Counterparty agrees that any and all controversies that may arise between Counterparty
and Barclays, including, but not limited to, those arising out of or relating to the
Agreement or any Transaction hereunder, shall be determined by arbitration conducted before
The New York Stock Exchange, Inc. (“NYSE”) or NASD Dispute Resolution (“NASD-DR”), or, if
the NYSE and NASD-DR decline to hear the matter, before the American Arbitration
Association, in accordance with their arbitration rules then in force. The award of the
arbitrator shall be final, and judgment upon the award rendered may be entered in any
court, state or federal, having jurisdiction.




     No person shall bring a putative or certified class action to arbitration, nor seek to
enforce any pre-dispute arbitration agreement against any person who has initiated in court
a putative class action or who is a member of a putative class who has not opted out of the
class with respect to any claims encompassed by the putative class action until: (i) the
class certification is denied; (ii) the class is decertified; or (iii) Counterparty is
excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate
shall not constitute a waiver of any rights under this Confirmation except to the extent
stated herein”.




	25.	 	Counterparts. This Master 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 Master Confirmation by signing and delivering one or more counterparts.




          Counterparty hereby agrees (a) to check this Master 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 any particular Transaction to
which this Master Confirmation relates, by manually signing this Master Confirmation or this page
hereof 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:

Name:
	 	/s/ Bryan Spencer
 

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	 	 







18












 





SCHEDULE A




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:

	 	[   ]






19









 






	 	 	 

	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.
	 
	 	 
	Maximum Shares:

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

	 	[     ]
	 
	 	 
	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.




20









 








     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:  	 	 
	 	Name: Bryan C. Spencer  	 
	 	Title: Authorized Signatory  	 
	 



	 	 	 	 	 
	 	Agreed and accepted by:

ASPEN INSURANCE HOLDINGS LIMITED

 	 
	 	By:  	 	 
	 	Name: Richard Houghton  	 
	 	Title: Chief Financial Officer  	 
	 




21









 








SCHEDULE B




	 	 	 

	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: [          ]






     The purpose of this Trade Notification is to notify you of certain terms in 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 Trade Notification supplements, forms part of, and is subject to the Supplemental
Confirmation dated as of November 10, 2010 (the “Supplemental Confirmation”) between the
Contracting Parties, as amended and supplemented from time to time. The Supplemental Confirmation
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 and the Supplemental Confirmation govern this Trade
Notification except as expressly modified below.



	 	 	 

	Trade Date:

	 	[...] 
	 
	 	 
	Hedge Completion Date:

	 	[...] 
	 
	 	 
	Scheduled Termination Date:

	 	[...] 
	 
	 	 
	Hedge Period Reference Price:

	 	USD [. . .] 
	 
	 	 
	Minimum Shares:

	 	[...] 
	 
	 	 
	Maximum Shares:

	 	[...] 
	 
	 	 
	Initial Shares:

	 	[...] 






	 	 	 	 	 
	 	BARCLAYS CAPITAL INC.,

acting solely as Agent in connection with this

Transaction

 	 
	 	By:  	 	 
	 	Name:  	 
	 	Title:  	 
	 




22









 





ANNEX A




COUNTERPARTY SETTLEMENT PROVISIONS




	1.	 	The following Counterparty Settlement Provisions shall apply to the extent
indicated under the Master Confirmation:





	 	 	 

	Settlement Currency:

	 	USD
	 
	 	 
	Settlement Method Election:

	 	Applicable; provided that (i) Section 7.1 of the Equity
Definitions is hereby amended by deleting the word “Physical” in the sixth line
thereof and replacing it with the words “Net Share” and (ii) the Electing Party may
make a settlement method election only if the Electing Party represents and warrants
to Barclays in writing on the date it notifies Barclays of its election that, as of
such date, the Electing Party is not aware of any material non-public information
concerning Counterparty or the Shares and is electing the settlement method in good
faith and not as part of a plan or scheme to evade compliance with the federal
securities laws.
	 
	 	 
	Electing Party:

	 	Counterparty
	 
	 	 
	Settlement Method
Election Date:

	 	The earlier of (i) the Scheduled Termination Date and (ii) the Accelerated
Termination Date, as the case may be; provided that if a Friendly Transaction
Announcement occurs after the Settlement Date, the Settlement Method Election Date for
the Second Settlement shall be the date of the Friendly Transaction Announcement.
	 
	 	 
	Default Settlement Method:

	 	Cash Settlement
	 
	 	 
	Forward Cash Settlement
Amount:

	 	The Number of Shares to be Delivered multiplied by the Settlement Price; provided
that in the case of a Second Settlement occurring after an early termination or
cancellation of the relevant Transaction pursuant to Section 6 of the Agreement or
Article 12 of the Equity Definitions, the Forward Cash Settlement Amount shall equal
the lesser of (i) zero and (ii)(x) the Payment Amount that would have been calculated
for such early termination or cancellation if the words “not less than the Minimum
Shares” and “, but not below zero” were deleted from the definition of Number of
Shares to be Delivered, as determined by the Calculation Agent minus (y) the actual
Payment Amount calculated for such early termination or cancellation (in each case,
with an amount that would have been owed by Counterparty expressed as a negative
number for purposes of this calculation).
	 
	 	 
	Settlement Price:

	 	The average of the VWAP Prices for the Exchange Business Days in the
Settlement Valuation Period, subject to Valuation Disruption as specified in the
Master Confirmation.






23









 






	 	 	 

	Settlement Valuation Period:

	 	A number of Scheduled Trading Days selected by Barclays in its
reasonable discretion, beginning on the Scheduled Trading Day immediately following
the Termination Date, or in the case of a Second Settlement, the date of the Friendly
Transaction Announcement.
	 
	 	 
	Cash Settlement:

	 	If Cash Settlement is applicable, then Buyer shall pay to Seller
the absolute value of the Forward Cash Settlement Amount on the Cash Settlement
Payment Date.
	 
	 	 
	Cash Settlement
Payment Date:

	 	The date one Settlement Cycle following the last day of the Settlement
Valuation Period.
	 
	 	 
	Net Share Settlement
Procedures:

	 	If Net Share Settlement is applicable, Net Share Settlement shall be made in
accordance with paragraphs 2 through 7 below.







	2.	 	Net Share Settlement shall be made by delivery on the Cash Settlement Payment
Date of a number of Shares satisfying the conditions set forth in paragraph 3 below
(the “Registered Settlement Shares”), or a number of Shares not satisfying such
conditions (the “Unregistered Settlement Shares”), in either case with a value equal
to the absolute value of the Forward Cash Settlement Amount, with such Shares’ value
based on the value thereof to Barclays (which value shall, in the case of Unregistered
Settlement shares, take into account a commercially reasonable illiquidity discount),
in each case as determined by the Calculation Agent.






	3.	 	Counterparty may only deliver Registered Settlement Shares pursuant to paragraph 2
above if:
	 
	 	 	(a) a registration statement covering public resale of the Registered Settlement
Shares by
Barclays. (the “Registration Statement”) shall have been filed with, and declared
effective by, the Securities and Exchange Commission under the Securities Act on or
prior to the date of delivery, and no stop order shall be in
effect with respect to the Registration Statement; a printed prospectus relating to
the Registered Settlement Shares (including any prospectus supplement thereto, the
“Prospectus”) shall have been delivered to Barclays, in such quantities as Barclays
shall reasonably have requested, on or prior to the date of delivery;
	 
	 	 	(b) the form and content of the Registration Statement and the Prospectus
(including, without limitation, any sections describing the plan of distribution)
shall be satisfactory to Barclays;
	 
	 	 	(c) as of or prior to the date of delivery, Barclays and its agents shall have been
afforded a reasonable opportunity to conduct a due diligence investigation with
respect to Counterparty customary in scope for underwritten offerings of equity
securities and the results of such investigation are satisfactory to Barclays, in
its discretion; and
	 
	 	 	(d) as of the date of delivery, an agreement (the “Underwriting Agreement”) shall have
been entered into with Barclays in connection with the public resale of the
Registered Settlement Shares by Barclays substantially similar to underwriting
agreements customary for underwritten offerings of equity securities, in form and
substance satisfactory to Barclays, which Underwriting Agreement shall include,
without limitation, provisions substantially similar to those contained in such
underwriting agreements





24









 





	 	 	relating to the indemnification of, and contribution in connection with the
liability of, Barclays and its affiliates.
	 
	4.	 	If Counterparty delivers Unregistered Settlement Shares pursuant to paragraph 2 above:
	 
	 	 	(a) all Unregistered Settlement Shares shall be delivered to Barclays (or any
affiliate of
Barclays designated by Barclays) pursuant to the exemption from the registration
requirements of the Securities Act provided by Section 4(2) thereof;
	 
	 	 	(b) as of or prior to the date of delivery, Barclays and any potential purchaser of
any such shares from Barclays (or any affiliate of Barclays designated by Barclays)
identified by Barclays shall be afforded a commercially reasonable opportunity to
conduct a due diligence investigation with respect to Counterparty customary in
scope for private placements of equity securities (including, without limitation,
the right to have made available to them for inspection all financial and other
records, pertinent corporate documents and other information reasonably requested
by them); and
	 
	 	 	(c) as of the date of delivery, Counterparty shall enter into an agreement (a
“Private Placement Agreement”) with Barclays (or any affiliate of Barclays
designated by Barclays) in connection with the private placement of such shares by
Counterparty to Barclays (or any such affiliate) and the private resale of such shares by Barclays (or any such affiliate), substantially similar to private
placement purchase agreements customary for private placements of equity
securities, in form and substance commercially reasonably satisfactory to Barclays,
which Private Placement Agreement shall include, without limitation, provisions
substantially similar to those contained in such private placement purchase
agreements relating to the indemnification of, and contribution in connection with
the liability of, Barclays and its affiliates, and shall provide for the payment by
Counterparty of all fees and expenses in connection with such resale, including all
fees and expenses of counsel for Barclays, and shall contain representations,
warranties and agreements of Counterparty reasonably necessary or advisable to
establish and maintain the availability of an exemption from the registration
requirements of the Securities Act for such resales.
	 
	5.	 	Barclays, itself or through an affiliate (the “Selling Agent”) or any
underwriters(s), will sell all, or such lesser portion as may be required hereunder,
of the Registered Settlement Shares or Unregistered Settlement Shares and any Make
whole Shares (as defined below) (together, the “Settlement Shares”) delivered by
Counterparty to Barclays pursuant to paragraph 6 below commencing on the Cash
Settlement Payment Date and continuing until the date on which the aggregate Net
Proceeds (as such term is defined below) of such sales, as determined by Barclays, is
equal to the absolute value of the Forward Cash Settlement Amount (such date, the
“Final Resale Date”). If the proceeds of any sale(s) made by Barclays, the Selling
Agent or any underwriter(s), net of any fees and commissions (including, without
limitation, underwriting or placement fees) customary for similar transactions under
the circumstances at the time of the offering, together with carrying charges and
expenses incurred in connection with the offer and sale of the Shares (including, but
without limitation to, the covering of any over-allotment or short position (syndicate
or otherwise)) (the “Net Proceeds”) exceed the absolute value of the Forward Cash
Settlement Amount, Barclays will refund, in U.S. Dollars, such excess to Counterparty
on the date that is three (3) Business Days following the Final Resale Date, and, if
any portion of the Settlement Shares remains unsold, Barclays shall return to
Counterparty on that date such unsold Shares.
	 
	6.	 	If the Calculation Agent determines that the Net Proceeds received from the
sale of the Registered Settlement Shares or Unregistered Settlement Shares or any Make
whole Shares, if any, pursuant to this paragraph 6 are less than the absolute value of
the Forward Cash Settlement Amount (the amount in U.S. Dollars by which the Net
Proceeds are less





25









 





	 	 	than the absolute value of the Forward Cash Settlement Amount being the “Shortfall”
and the date on which such determination is made, the (“Deficiency Determination
Date”), Counterparty shall on the Exchange Business Day next succeeding the
Deficiency Determination Date (the “Makewhole Notice Date”) deliver to Barclays,
through the Selling Agent, a notice of Counterparty’s election that is one (1) New
York Business Day after the Makewhole Notice Date, or (ii) deliver additional
Shares. If Counterparty elects to deliver to Barclays additional Shares, then
Counterparty shall deliver additional Shares in compliance with the terms and
conditions of paragraph 3 or paragraph 4 above, as the case may be (the “Makewhole
Shares”), on the first Clearance System Business Day which is also an Exchange
Business Day following the Makewhole Notice Date in such number as the Calculation
Agent reasonably believes would have a market value on that Exchange Business Day
equal to the Shortfall. Such Makewhole Shares shall be sold by Barclays in
accordance with the provisions above; provided that if the sum of the Net Proceeds
from the sale of the originally delivered Shares and the Net Proceeds from the sale
of any Makewhole Shares is less than the absolute value of the Forward Cash
Settlement Amount then Counterparty shall, at its election, either make such cash
payment or deliver to Barclays further Makewhole Shares until such Shortfall has
been reduced to zero.
	 
	7.	 	Notwithstanding the foregoing, in no event shall the aggregate number of
Settlement Shares and Makewhole Shares be greater than the Reserved Shares minus the
amount of any Shares actually delivered by Counterparty under any other Transaction(s)
under this Master Confirmation (the result of such calculation, the “Capped Number”).
Counterparty represents and warrants (which shall be deemed to be repeated on each day
that a Transaction is outstanding) that the Capped Number is equal to or less than the
number of Shares determined according to the following formula:





A-B




Where A = the number of authorized but unissued shares of the Counterparty that are
not
reserved for future issuance on the date of the determination of the
Capped Number; and




B = the maximum number of Shares required to be delivered to third parties
if Counterparty elected Net Share Settlement of all transactions in the
Shares (other than Transactions in the Shares under this Master
Confirmation) with all third parties that are then currently outstanding
and unexercised.



“Reserved Shares” means initially, 3,000,000 Shares. The Reserved Shares may be increased
or decreased in a Supplemental Confirmation.





26