Table of Contents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
STUART
W SINCLAIR

AND

ASPEN INSURANCE UK
SERVICES
LIMITED    
    
    



	
				
	


SERVICE
AGREEMENT
    



	
				
	


    
    
    
    
    
    
    
    
    
















Table of Contents

TABLE OF
CONTENTS






													
	Clause			 					Page	






			 
	1.			INTERPRETATION					1	






			 
	2.			AMENDMENT
AND
RESTATEMENT					1	






			 
	3.			POSITION					1	






			 
	4.			TERM					1	






			 
	5.			DUTIES					1	






			 
	6.			REMUNERATION
AND COMMISSION					2	






			 
	7.			PENSION
AND INSURANCE
BENEFITS					3	






			 
	8.			EXPENSES					3	






			 
	9.			HOLIDAYS
AND HOLIDAY
PAY					3	






			 
	10.			DISABILITY OR
DEATH					3	






			 
	11.			CONFIDENTIAL
INFORMATION					4	






			 
	12.			COPYRIGHT
AND
DESIGNS					5	






			 
	13.			GRATUITIES
AND CODES OF
CONDUCT					5	






			 
	14.			RESTRICTIVE
COVENANTS					5	






			 
	15.			TERMINATION
BY RECONSTRUCTION OR AMALGAMATION; CHANGE IN
CONTROL					6	






			 
	16.			TERMINATION OF
EMPLOYMENT BY THE COMPANY FOR
CAUSE					7	






			 
	17. 			TERMINATION OF
EMPLOYMENT BY THE COMPANY WITHOUT
CAUSE					7	






			 
	18.			TERMINATION OF
EMPLOYMENT BY THE
EXECUTIVE					7	






			 
	19.			OBLIGATIONS
UPON TERMINATION OF EMPLOYMENT; CERTAIN OTHER
TERMINATIONS					8	






			 
	20.			EFFECT OF
TERMINATION OF THIS
AGREEMENT					9	






			 
	21.			GENERAL
RELEASE					9	






			 
	22.			OTHER TERMS
AND
CONDITIONS					10	






			 
	23.			NOTICES					10	






			 
	24.			PREVIOUS
AND OTHER
AGREEMENTS					10	






			 
	25.			ENTIRE
AGREEMENT/AMENDMENT					10	






			 
	26.			ASSIGNMENT					10	






			 
	27.			SEVERABILITY					11	






			 
	28.			SUCCESSORS/BINDING
AGREEMENT					11	






			 
	29.			CO-OPERATION					11	






			 
	30.			GOVERNING
LAW					11	






			 
	31.			COUNTERPARTS					11	






			 
	






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Table of Contents
AMENDED AND
RESTATED SERVICE AGREEMENT


DATE: 4th August
2006

PARTIES:

		
	(1) 	Stuart W
Sinclair of [Address] (the
‘‘Executive’’);
and


		
	(2) 	ASPEN INSURANCE UK SERVICES
LIMITED (Registered in England No. 1184193), 30 Fenchurch
St, London, EC3M 3BD, England (the
‘‘Company’’).


OPERATIVE
TERMS:

			
		1. 	INTERPRETATION


			
		1.1 	In
this
Agreement:


			
		‘‘Affiliate’’ 	means
any entity directly or indirectly controlling, controlled by, or under
common control with Holdings; or any other entity designated by the
Board of Directors of Holdings in which Holdings or an Affiliate has an
interest;


			
		‘‘Board’’ 	means
the Board of Directors of the Company from time to
time;


			
		‘‘Chief Executive
Officer’’ 	means the Chief Executive
Officer of Holdings from time to
time;


			
		‘‘Group’’ 	means
Holdings and its Affiliates (and ‘‘Group
Company’’ means Holdings or any one of its
Affiliates);


			
		‘‘Holdings’’ 	means
Aspen Insurance Holdings Limited, a Bermuda limited company;
and


			
		‘‘Manager’’ 	means
Chief Executive Officer or such other person as the Company may
nominate from time to time as the person to whom the Executive shall
report.


1.2     In this Agreement references to any
statutory provision shall include such provision as from time to time
amended, whether before on or (in the case of re-enactment or
consolidation only) after the date hereof, and shall be deemed to
include provision of earlier legislation (as from time to time amended)
which have been re-enacted (with or without modification) or replaced
(directly or indirectly) by such provision and shall further include
all statutory instruments or orders from time to time made pursuant
thereto.

			
		2. 	AMENDMENT AND
RESTATEMENT


			
		3. 	POSITION


The
Company shall employ the Executive as President and Chief Operating
Officer.

			
		4. 	TERM


4.1    The
Company shall employ the Executive, and the Executive shall serve the
Company, on the terms and conditions set forth in this Agreement,
beginning on the date hereof (the ‘‘Effective
Date’’) and continuing unless and until terminated in
accordance with the provisions contained in this
Agreement.

4.2    Notwithstanding the provisions of
Clause 4.1, the Executive’s employment shall terminate
automatically when the Executive reaches the age of 65
years.

			
		5. 	DUTIES


5.1    During
his employment hereunder the Executive shall:








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(a)    report to the Manager and
perform the duties and exercise the powers and functions which from
time to time may reasonably be assigned to or vested in him by the
Board or the Chief Executive Officer in relation to the Company and any
other Group Company to the extent consistent with his job title set out
in Clause 3 (without being entitled to any additional remuneration in
respect of such duties for any Group
Company);

(b)    devote the whole of his working time,
attention and ability to his duties in relation to the Company and any
other Group Company at such place or places as the Board shall
determine. The Executive shall work at the Company’s premises at
30 Fenchurch St, London EC3M 3BD, or such other place as the Company
and the Executive shall mutually agree, provided that the Executive
shall not be required to reside outside the United
Kingdom;

(c)    comply with all reasonable requests,
instructions and regulations given or made by the Board (or by any one
authorised by it) and promptly provide such explanations, information
and assistance as to the performance of his duties assigned to him
under this Agreement as the Board or the Chief Executive Officer may
reasonably require;

(d)    faithfully and loyally
serve the Company and each other Group Company to the best of his
ability and use his utmost endeavours to promote its interests in all
respects;

(e)    not engage in any activities which
would detract from the proper performance of his duties hereunder, nor
without the prior written consent of the Board in any capacity
including as director, shareholder, principal, consultant, agent,
partner or employee of any other company, firm or person (save as the
holder for investment of securities which do not exceed three percent
(3%) in nominal value of the share capital or stock of any class
of any company quoted on a recognised stock exchange) engage or be
concerned or interested directly or indirectly in any other trade,
business or occupation whatsoever; and

(f)    comply
(and shall use every reasonable endeavour to procure that his spouse
and minor children will comply) with all applicable rules of law, stock
exchange regulations, individual registration requirements (at a cost
to be borne by the Company) and codes of conduct of the Company and any
other Group Company in effect with respect to dealing in shares,
debentures or other securities of the Company or other Group
Company.

5.2    Nothing herein shall preclude the
Executive from (a) serving on the boards of directors of a reasonable
number of other corporations subject to the approval of the Chief
Executive Officer in each case, which approval shall not be
unreasonably withheld, (b) serving on the boards of a reasonable number
of trade associations subject to the approval of the Chief Executive
Officer, which approval shall not unreasonably be withheld, and/or
charitable organizations, (c) engaging in any charitable activities and
community affairs, and (d) managing his personal investments and
affairs, provided that such activities set forth in this Clause 5.2 do
not significantly interfere with the performance of his duties and
responsibilities to any Group
Company.

			
		6. 	REMUNERATION AND
COMMISSION


6.1    The Executive shall be paid by way
of remuneration for his services during his employment hereunder a
salary at the rate (the ‘‘Salary Rate’’) of
£375,000 per annum, subject to increase pursuant to Clause
6.3.

6.2    The Executive shall be eligible for a cash
bonus based on a bonus potential of 125% (this percentage is not
a cap or a limit and can be exceeded) during his employment hereunder
of such amounts (if any) at such times and subject to such conditions
as the Compensation Committee of the Board of Directors of Holdings
(the ‘‘Compensation Committee’’) may in its
absolute discretion decide; provided, however, that notwithstanding the
preceding language of this Clause 6.2, the Executive shall participate
in all management incentive plans made available to the
Company’s senior executives at a level commensurate with
Executive’s status and position at the Company.

6.3    The Company shall review the Salary Rate for
increase at least once each year, and any change in the Salary Rate
resulting from such review will take effect from 1 April. The
Company’s review 

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shall take into consideration, among other
factors, the base salary paid to individuals performing similar
services at comparable companies based in Bermuda, the United Kingdom
and the United States, as well as other relevant local or global talent
pool comparables, it being expressly understood that while it is
intended that the Company shall consider these factors, it shall have
no obligation to take any specific action based on such
factors.

6.4    The Executive’s salary will be
payable by equal monthly instalments; each monthly instalments will be
in respect of a calendar month and will be paid on or before the last
day of such calendar month. Where the employment has begun or ended in
a calendar month, salary in respect of that month will be the
proportion of a normal month’s instalments which the days of
employment in that month bear to the total days in the
month.

6.5    The Company may withhold from amounts
payable under this Agreement all applicable taxes that are required to
be withheld by applicable laws or
regulations.

			
		7. 	PENSION AND
INSURANCE BENEFITS


7.1    During his employment
hereunder, the Executive shall continue to be a member of the pension
scheme established by the Board (the
‘‘Scheme’’). The Executive’s
membership in the Scheme shall be subject to the provisions thereof as
may be amended from time to time.

7.2    During his
employment hereunder, the Executive shall be entitled to participate in
all employee benefit and perquisite plans and programs made available
to the Company’s senior level executives or to its employees
generally, as such plans or programs may be in effect from time to
time.

7.3    During his employment hereunder, the
Company shall provide the Executive with medical insurance, permanent
health insurance, personal accident insurance and life insurance
(subject to the relevant insurers’ terms and conditions). The
Board shall have the right to change the arrangements for the provision
of such benefits as it sees fit or, if in the reasonable opinion of the
Board, the Company is unable to secure any such insurance under the
rules of any applicable scheme or otherwise at reasonable rates to
cease to provide any or all of the
insurances.

			
		8. 	EXPENSES


The
Company shall reimburse to the Executive all traveling, hotel,
entertainment and other expenses properly and reasonably incurred by
him in the performance of his duties hereunder and properly claimed and
vouched for in accordance with the Company’s expense reporting
procedure in force from time to
time.

			
		9. 	HOLIDAYS AND HOLIDAY
PAY


9.1    In addition to public holidays in England,
during his employment hereunder, the Executive shall be entitled to 30
working days’ paid holiday per holiday year and, if applicable,
such additional days as are set out in the Company’s standard
terms and conditions of employment from time to time, during each
holiday year to be taken at such time or times as may be agreed with
the Manager. Except as otherwise provided in the Company’s
holiday policy, the Executive may not carry forward any unused part of
his holiday entitlement to a subsequent holiday year and the Executive
shall not be entitled to any salary in lieu of untaken
holiday.

9.2    For the holiday year during which the
Executive’s employment hereunder commences or terminates he
shall be entitled to such proportion of his annual holiday entitlement
as the period of his employment in each such holiday year bears to one
holiday year as set out in the Company’s holiday policy. Upon
termination of his employment for whatever reason, he shall, if
appropriate, be entitled to salary in lieu of any outstanding holiday
entitlement.

			
		10. 	DISABILITY OR
DEATH


10.1    The Company reserves the right at any
time to require the Executive (at the expense of the Company) to be
examined by a medical adviser nominated by the Company and the
Executive 

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consents to the medical adviser disclosing the
results of the examination to the Company and shall provide the Company
with such formal consents as may be necessary for this
purpose.

10.2    If the Executive shall be prevented
by illness, accident or other incapacity from properly performing his
duties hereunder he shall report this fact forthwith to the Company
Secretary’s office and if he is so prevented for seven or more
consecutive days he shall if required by the Company provide an
appropriate doctor’s certificate.

10.3    If
the Executive shall be absent from his duties hereunder owing to
illness, accident or other incapacity duly certified in accordance with
the provisions of clause 10.2 he shall be paid his full remuneration
for any period of absence of up to a maximum of 26 weeks in aggregate
in any period of 52 consecutive weeks and thereafter, subject to the
provisions of clause 16, to such remuneration (if any) as the Board
shall in its absolute discretion allow.

10.4    If the
Executive shall be, on the basis of a medical report supplied to the
Company following his having undergone a medical examination pursuant
to clause 10.1, in the opinion of the Board unfit ever to return to his
duties (but in such circumstances and prior to any action being taken
under this clause, the Executive shall have the right to have a second
medical report from a duly qualified doctor or medical adviser selected
by the Executive and approved by the Board, which approval shall not be
unreasonably withheld) the Company shall be entitled to place the
Executive on permanent sick leave without pay or benefits (other than
permanent health insurance benefits) with effect from any time on or
after the commencement of payments under the permanent health insurance
arrangements referred to in clause 7.3.

10.5    In the
event that the Executive’s employment is terminated due to his
death, his estate or his beneficiaries, as the case may be, shall be
entitled to: (a) salary at his Salary Rate up to and including the end
of the month in which his death occurs, (b) the annual incentive award,
if any, to which the Executive would have been entitled to pursuant to
Clause 6.2 for the year in which the Executive’s death occurs,
multiplied by a fraction, the numerator of which is the number of days
that the Executive was employed during the applicable year and the
denominator of which is 365, and (c) the unpaid balance of all
previously earned cash bonus and other incentive awards with respect to
performance periods which have been completed, all of which amounts
shall be payable in a lump sum in cash within 30 days after his death,
except that the pro-rated incentive award shall be payable when such
award would have otherwise been payable had the Executive not
died.

			
		11. 	CONFIDENTIAL
INFORMATION


11.1    Except as otherwise provided in
this Section, the Executive shall not during his employment hereunder
or at any time after his termination for any reason whatsoever disclose
to any person whatsoever or otherwise make use of any Confidential
Information.

11.2    As used in this Section, the term
‘‘Confidential Information’’ shall mean any
confidential or secret information which he has or may have acquired in
the course of his employment relating to the Company or any other Group
Company or any customers or clients of the Company or any other Group
Company, including without limiting the generality of the
foregoing:

			
		(a) 	confidential or secret
information relating to the past, current or future business, finances,
activities and operations of the Company or any other Group
Company;


			
		(b) 	confidential or secret
information relating to the past, current or future business, finances,
activities and operations of any third party to the extent that such
information was obtained by the Company or any other Group Company
pursuant to a confidentiality agreement;


but shall not
include information that is generally known to, or recognised as
standard practice in, the industry in which the Company is engaged
unless such information is known or recognised as a result of the
Executive's breach of this covenant.

11.3    The
Executive will only use Confidential Information for the benefit of the
Company or any other Group Company in the course of his employment and
shall at all times exercise all due care and diligence to prevent the
unauthorised disclosure or use of Confidential
Information.

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11.4    In the event that the
Executive becomes compelled by a court or administrative order to
disclose any of the Confidential Information other than as permitted
pursuant to this Section, he will provide prompt notice to the Company
so that the Company may seek a protective order or other appropriate
remedy. In the event the Company fails to seek, or seeks and fails to
obtain, such a protective order or other protective remedy, the
Executive will furnish only that portion of the Confidential
Information that, in the opinion of his counsel, he is legally required
to furnish.

			
		12. 	COPYRIGHT AND
DESIGNS


12.1    The Executive hereby assigns to the
Company all present and future copyright, design rights and other
proprietary rights if any for the full term thereof throughout the
world in respect of all works originated by him at any time during the
period of his employment by the Company or any other Group Company
whether during the course of his normal duties or other duties
specifically assigned to him (whether or not during normal working
hours) either alone or in conjunction with any other person and in
which copyright or design rights may subsist except only those designs
or other works written, originated, conceived or made by him wholly
unconnected with his service hereunder.

12.2    The
Executive agrees and undertakes that he will execute such deeds or
documents and do all such acts and things as may be necessary or
desirable to substantiate the rights of the Company in respect of the
matters referred to in this Clause. To secure his obligation under this
Agreement the Executive irrevocably appoints the Company to be his
attorney in his name and on his behalf to execute such deeds or
documents and do all such acts and things as may be necessary or
desirable to substantiate the rights of the Company in respect of the
matters referred to in this Clause.

12.3    The
Executive hereby irrevocably waives all moral rights that he had or may
have in any of the works referred to in Clause 12.1, subject to the
exception
therein.

			
		13. 	GRATUITIES AND
CODES OF CONDUCT


13.1    The Executive shall comply
with all codes of conduct from time to time adopted by the Board or the
Board of Directors of Holdings.

13.2    The Executive
shall not, except in accordance with the Holdings Gift and Hospitality
Policy and any other code of conduct adopted by the Board of Holdings
or with the prior written consent of the Board, directly or indirectly
accept any commission, rebate, discount, gratuity or gift, in cash or
in kind from any person who has or is likely to have a business
relationship with the Company or any other Group Company and shall
notify the Company upon acceptance by the Executive of any commission,
rebate, discount, gratuity or gift in accordance with the Holdings Gift
and Hospitality Policy or any such code of conduct from time to
time.

			
		14. 	RESTRICTIVE
COVENANTS


14.1    For the purpose of this
Clause:

‘‘the
Business’’ means the business of the Group or any
Group Company at the date of termination of the Executive’s
employment with which the Executive has been concerned to a material
extent at any time in the Relevant Period;

references to
the ‘‘Group’’ and
‘‘Group Companies’’ shall only be
reference to the Group and Group Companies in respect of which the
Executive has carried out material duties in the Relevant
Period;

‘‘Relevant
Period’’ shall mean the period of 24 months
immediately preceding the date of termination of the Executive’s
employment or, in the event that the Company exercises all or any of
its rights under Clause 18.3, the period of 24 months immediately
preceding the date on which it exercises such
rights;

‘‘Restricted
Person’’ shall mean any person who or which has at
any time during the Relevant Period done business with the Company or
any other Group Company as customer or client or consultant and whom or
which the Executive shall have had personal dealings with, contact with
or responsibility for (each, in a business or commercial capacity)
during the Relevant Period;

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‘‘Key
Employee’’ shall mean any person who at the date of
termination of the Executive’s employment is employed or engaged
by the Company or any other Group Company with whom the Executive has
had material contact during the Relevant Period and (a) is employed or
engaged in the capacity of Manager, Underwriter or otherwise in a
senior capacity or in any other capacity as may be agreed in writing
between the Executive Committee and the Executive from time to time
and/or (b) is in the possession of Confidential Information and/or (c)
is directly managed by or reports to the
Executive.

14.2    The Executive covenants with the
Company that he will not in connection with the carrying on of any
business in competition with the Business during his employment and, in
the event of resignation by the Executive (whether with or without Good
Reason) or dismissal of the Executive by the Company (whether with or
without Cause) for the period of 12 months after the termination of his
employment (such period to be reduced by the amount of time during
which, if at all, the Company exercises all or any of its rights under
Clause 18.3) without the prior written consent of the Board either
alone or jointly with or on behalf of any person directly or
indirectly:

14.2.1    canvass, solicit or approach or
cause to be canvassed or solicited or approached for orders in respect
of any services provided and/or any products sold by the Company or any
other Group Company any Restricted
Person;

14.2.2    solicit or entice away or endeavour
to solicit or entice away from the Company or any other Group Company
any Key Employee.

14.3    The Executive further
covenants with the Company that, in the event of resignation by the
Executive (whether with or without Good Reason) or the dismissal of the
Executive by the Company without Cause he will not, for the period of
12 months after the termination of his employment (such period to be
reduced by the amount of time during which, if at all, the Company
exercises all or any of its rights under Clause 18.3), be employed,
engaged, interested in or concerned with any business or undertaking
which is engaged in or carries on business in the United Kingdom,
Bermuda or the USA which is or is about to be in competition with the
Business;

14.4    The covenants contained in Clauses
14.2.1, 14.2.2 and 14.3 are intended to be separate and severable and
enforceable as such. It is expressly understood and agreed that
although the Executive and the Company consider the restrictions
contained in this Clause 14 to be reasonable, if a final judicial
determination is made by a court of competent jurisdiction that the
time or territory or any other restriction contained in this Agreement
is an unenforceable restriction against the Executive, the provisions
of this Agreement shall not be rendered void but shall be deemed
amended to apply as to such maximum time and territory and to such
maximum extent as such court may judicially determine to be
enforceable. Alternatively, if any court of competent jurisdiction
finds that any restriction contained in this Agreement is
unenforceable, and such restriction cannot be amended so as to make it
enforceable, such finding shall not affect the enforceability of any of
the other restrictions contained herein.

14.5    The
Executive acknowledges and agrees that the Company’s remedies at
law for a breach of any of the provisions of Clauses 11, 12 or 14 would
be inadequate and the Company would suffer irreparable damages as a
result of such breach. In recognition of this fact, the Executive
agrees that, in the event of such a breach, in addition to any remedies
at law, the Company, without posting any bond, shall be entitled to
obtain equitable relief in the form of specific performance, temporary
restraining order, temporary or permanent injunction or any other
equitable remedy which may then be
available.

			
		15. 	TERMINATION BY
RECONSTRUCTION OR AMALGAMATION; CHANGE IN
CONTROL


15.1    If the employment of the Executive
hereunder shall be terminated solely by reason of the liquidation of
any Group Company for the purposes of amalgamation or reconstruction or
as part of any arrangement for the amalgamation of the undertaking of
such Group Company not involving liquidation (in each case, other than
a ‘‘Change in Control’’, as defined below)
and the Executive shall 

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be offered employment with the amalgamated or
reconstructed company on the same terms as the terms of this Agreement,
the Executive shall have no claim against the Company or any Group
Company in respect of the termination of his employment by the
Company.

15.2    If the employment of the Executive
hereunder shall be terminated by the Company without Cause or by the
Executive with Good Reason within the six-month period prior to a
Change in Control or within the two-year period after a Change in
Control, in addition to the benefits provided in Clause 19.2, the
Executive shall be entitled to the following benefits: other than share
options and other equity-based awards granted prior to the date of this
Agreement, which shall vest and be exercisable in accordance with the
terms of their grant agreements, all share options and other
equity-based awards shall immediately vest and remain exercisable for
the remainder of their terms;

For purposes of this
Agreement, ‘‘Change in Control’’ shall have
the same meaning as under the Aspen Insurance Holdings 2003 Share
Incentive Plan as in effect as of the date
hereof.

			
		16. 	TERMINATION OF
EMPLOYMENT BY THE COMPANY FOR CAUSE


16.1    The
Company, without prejudice to any remedy which it may have against the
Executive for the breach or non-performance of any of the provisions of
this Agreement, may by notice in writing to the Executive forthwith
terminate his employment for ‘‘Cause’’. In
the event the Company terminates the Executive’s employment for
Cause, the Executive shall be entitled to salary at his Salary Rate
through the date of termination.

For purposes of this
Agreement, ‘‘Cause’’ shall mean
circumstances where the Executive:

(a)    becomes
bankrupt or becomes the subject of an interim order under the
Insolvency Act 1986 or makes any arrangement or composition with his
creditors; or

(b)    is convicted of any criminal
offence (other than an offence under road traffic legislation in the
United Kingdom or elsewhere for which a penalty other than imprisonment
is imposed); or

(c)    is guilty of any serious
misconduct, any conduct tending to bring the Company or any other Group
Company or himself into disrepute, or any material breach or
non-observance of any of the provisions of this Agreement, or conducts
himself in a way which is materially prejudicial or calculated to be
materially prejudicial to the business of the Group;
or

(d)    is guilty of any repeated breach or
non-observance of any code of conduct or fails or ceases to be
registered (where such registration is, in the reasonable opinion of
the Board, required for the performance of his duties) by any
regulatory body in the United Kingdom or elsewhere.

			
		17. 	TERMINATION OF
EMPLOYMENT BY THE COMPANY WITHOUT
CAUSE


17.1    The Company may terminate the
employment of the Executive at any time during the employment hereunder
without Cause by either (i) giving to the Executive 12 months’
prior notice in writing; or (ii) terminating the employment of the
Executive immediately and paying the Executive in lieu of the notice to
which he would have otherwise been entitled under (i) above (which
payment in lieu shall be deemed to be included within the Severance
Payment referred to in Clause
19.2).

			
		18. 	TERMINATION
OF EMPLOYMENT BY THE EXECUTIVE


18.1    The
Executive shall have the right to terminate his employment at any time
for Good Reason by immediate notice if, following submission of the
written notice by the Executive to the Company detailing the events
alleged to constitute Good Reason in accordance with this Clause, the
Company shall have failed to cure such events within the 30 day period
following submission of such notice. For purposes of this Agreement,
‘‘Good Reason’’ shall mean (i) a reduction
in the Executive’s annual base salary or annual bonus
opportunity, or the failure to pay or provide the same when due, (ii) a
material diminution in the Executive’s duties, authority,
responsibilities or title, or the assignment to the Executive of duties
or responsibilities which are materially inconsistent with his
positions, (iii) the removal of the Executive from the position
described in Clause 3, or (iv) the Company’s requiring the


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Executive to be based at any office or
location more than fifty (50) miles from the Executive’s office
as of the date hereof; provided, however, that no such
event(s) shall constitute ‘‘Good Reason’’
unless the Company shall have failed to cure such event(s) within 30
days after receipt by the Company from the Executive of written notice
describing in detail such event(s).

18.2    The
Executive shall have the right to terminate his employment at any time
without Good Reason upon giving 12 months’ prior written notice
to the Company.

18.3    If the Executive gives notice
to terminate his employment without Good Reason under Clause 18.2 or if
the Executive seeks to terminate his employment without Good Reason and
without the notice required by Clause 18.2 or the Company gives notice
to terminate the Executive’s employment under Clause 17.1(i),
then provided the Company continues to provide the Executive with the
salary and contractual benefits in accordance with this Agreement, the
Company has, at its discretion, the right for the period (the
‘‘Garden Leave Period’’) then
outstanding until the date of the termination of the Executive's
employment:

(a)    to exclude the Executive from any
premises of the Company or any Group Company and require the Executive
not to attend at any premises of the Company or any Group Company;
and/or

(b)    to require the Executive to carry out no
duties; and/or

(c)    to require the Executive not to
communicate or deal with any employees, agents, consultants, clients or
other representatives of the Company or any other Group Company;
and/or

(d)    to require the Executive to resign with
immediate effect from any offices he holds with the Company or any
other Group Company (and any related trusteeships);
and/or

(e)    to require the Executive to take any
holiday which has accrued under clause 9 during the Garden Leave
Period.

The Executive shall continue to be bound by the
duties set out in Clause 5 (insofar as they are compatible with being
placed on garden leave), the restrictions set out in Clause 14.2 and
all duties of good faith and fidelity during the Garden Leave
Period

			
		19. 	OBLIGATIONS UPON
TERMINATION OF EMPLOYMENT; CERTAIN OTHER
TERMINATIONS


			
		19.1 	Upon the
termination of his employment hereunder for whatever reason the
Executive shall:


(a)    deliver up to the Company all
keys, credit cards, correspondence, documents, specifications, reports,
papers and records (including any computer materials such as discs or
tapes) and all copies thereof and any other property (whether or not
similar to the foregoing or any of them) belonging to the Company or
any other Group Company which may be in his possession or under his
control, and (unless prevented by the owner thereof) any such property
belonging to others which may be in his possession or under his control
and which relates in any way to the business or affairs of the Company
or any other Group Company or any supplier, agent, distributor or
customer of the Company or any other Group Company, and he shall not
without written consent of the Board retain any copies
thereof;

(b)    if so requested send to the Company
Secretary a signed statement confirming that he has complied with
Clause 19.1(a); and

(c)    not at any time make any
untrue or misleading oral or written statement concerning the business
and affairs of the Company or any other Group Company or represent
himself or permit himself to be held out as being in any way connected
with or interested in the business of the Company or any other Group
Company (except as a former employee for the purpose of communicating
with prospective employers or complying with any applicable statutory
requirements).

19.2    In the event of a termination
of Executive’s employment hereunder by the Executive with Good
Reason or by the Company without Cause (other than by reason of death),
the Executive shall 

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be entitled to (a) salary at his Salary Rate
through the date in which his termination occurs; (b) the lesser of (x)
the target annual incentive award for the year in which the
Executive’s termination occurs, and (y) the average of the
annual incentive awards received by the Executive in the prior three
years (or, if less the number of prior years in which the Executive was
employed by the Company), multiplied by a fraction, the numerator of
which is the number of days that the Executive was employed during the
applicable year and the denominator of which is 365; (c) subject to
Clause 19.3 below, the sum of (x) the Executive’s highest Salary
Rate during the term of this Agreement and (y) the average bonus under
the Company’s annual incentive plan actually earned by the
Executive during the three years (or number of complete years employed
by the Company, if fewer) immediately prior to the year of termination
(the sum of (x) and (y) hereafter referred to as the
‘‘Severance Payment’’), and (d) the unpaid
balance of all previously earned cash bonus and other incentive awards
with respect to performance periods which have been completed, but
which have not yet been paid, all of which amounts shall be payable in
a lump sum in cash within 30 days after his termination. In the event
that the Company terminates the Executive’s employment without
Cause under the provisions of Clause 17.1(ii) the parties acknowledge
that the Severance Payment will be inclusive of the Executive’s
rights to be paid in lieu of the 12 months’ notice period to
which he is entitled under that Clause.

19.3    In
the event that the Executive’s employment is terminated by the
Company without Cause under the provisions of Clause 17.1 (i) and the
Company exercises all or any of its rights under Clause 18.3 during the
12 months’ notice period, the Severance Payment shall be reduced
by a sum equal to the total salary and bonus payments received by the
Executive during the Garden Leave Period.

19.4    Notwithstanding any other provision contained in
this Agreement, in the event that the Executive breaches any material
provision of the Shareholder Agreement between Executive and the
Company, if such breach has a material adverse effect on the Group and,
if capable of remedy, is not remedied by the Executive within 21 days
of the Executive’s receipt of a notice from the Company
requiring remedy to be made, the Company shall have the right to
terminate the employment of the Executive; provided that,
notwithstanding any other provision of this Agreement, upon such a
termination, the Executive shall be entitled to receive only salary at
the Salary Rate up to and including the date of termination. For the
purposes of Clause 14 such termination shall be deemed to be a
termination for Cause.

19.5    Upon any termination of
employment, the Executive shall be entitled to (a) any expense
reimbursement due to him and (b) other benefits (if any) in accordance
with the applicable plans and programs of the
Company.

19.6    In the event of any termination of
employment under this Agreement, the Executive shall be under no
obligation to seek other employment and there shall be no offset
against amounts due the Executive under this Agreement on account of
any remuneration attributable to any subsequent employment that he may
obtain.

			
		20. 	EFFECT OF
TERMINATION OF THIS AGREEMENT


20.1    The expiry or
termination of this Agreement however arising shall not operate to
affect any of the provisions hereof which are expressed to operate or
have effect thereafter and shall not prejudice the exercise of any
right or remedy of either party accrued
beforehand.

			
		21. 	GENERAL
RELEASE


Notwithstanding any provision herein to the
contrary, prior to payment of any amount pursuant to Clauses 15.2 and
19.2, the Executive shall execute a valid general release, in the form
attached hereto (except to the extent that the Company considers that a
change in law or any current practice existing at the date of
termination requires a modification to such release), pursuant to which
the Executive shall release the Group and its shareholders, directors,
officers, employees and agents, to the maximum extent permitted by law,
from any and all claims the Executive may have against the Group that
relate to or arise out of the Executive’s employment or
termination of employment, except such claims arising under this
Agreement.

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		22. 	OTHER
TERMS AND CONDITIONS


22.1    Pursuant to the Original
Agreement, the following particulars are given in compliance with the
requirements of section 1 of the Employment Rights Act
1996:

(a)    The Executive’s period of
continuous employment which will begin on a date to be agreed, shall be
recognised by the Company.

(b)    The
Executive’s hours of work shall be the normal hours of work of
the Company which are from 9.00 am to 5.00 pm together with such
additional hours as may be necessary without additional remuneration
for the proper discharge of his duties hereunder to the satisfaction of
the Board.

(c)    If the Executive is dissatisfied
with any disciplinary decision or if he has any grievance relating to
his employment hereunder he should refer such disciplinary decision or
grievance to the Board and the reference will be dealt with by
discussion at and decision of a duly convened meeting of the
Board.

(d)    A contracting-out certificate is not
currently in force in respect of the Executive’s employment
hereunder.

(e)    Save as otherwise herein provided
there are no terms or conditions of employment relating to hours of
work or to normal working hours or to entitlement to holiday (including
public holidays) or holiday pay or to incapacity for work due to
sickness or injury or to pensions or pension schemes or to requirements
to work abroad and no collective agreement has any effect upon the
Executive’s employment
hereunder.

			
		23. 	NOTICES


Any
notice to be given hereunder shall be in writing. Notice to the
Executive shall be sufficiently served by being delivered personally to
him or be being sent by first class post addressed to him at his usual
or last known place of residence, Notice to the Company shall be
sufficiently served by being delivered to the Company Secretary or by
being sent by first class post to the registered office of the Company.
Any notice if so posted shall be deemed served upon the third day
following that on which it was
posted.

			
		24. 	PREVIOUS AND OTHER
AGREEMENTS


This Agreement shall take effect in
substitution for all previous agreements and arrangements (whether
written, oral or implied) between the Company and the Executive
(including, without limitation, the Original Agreement) relating to his
employment which shall be deemed to have been terminated by mutual
consent with effect from the commencement of this
Agreement.

			
		25. 	ENTIRE
AGREEMENT/AMENDMENT


This Agreement contains the entire
understanding of the parties with respect to the employment of the
Executive by the Company. There are no restrictions, agreements,
promises, warranties, covenants or undertakings between the parties
with respect to the subject matter herein other than those expressly
set forth herein. This Agreement may not be altered, modified, or
amended except by written instrument signed by the parties
hereto.

			
		26. 	ASSIGNMENT


This
Agreement, and all of the Executive’s rights and duties
hereunder, shall not be assignable or delegable by the Executive. Any
purported assignment or delegation by the Executive in violation of the
foregoing shall be null and void ab initio and of no force and
effect. This Agreement may be assigned by the Company to a person or
entity that is the successor in interest to substantially all of the
business operations of the Company. Upon such assignment, the rights
and obligations of the Company hereunder shall become the rights and
obligations of such successor person or entity. Failure by such
successor of the Company to expressly assume this Agreement shall
constitute an event of ‘‘Good Reason’’,
entitling Executive to the Benefits set forth in Clause 15 or 19, as
applicable.

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		27. 	SEVERABILITY


In
the event that any one or more of the provisions of this Agreement
shall be or become invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions
of this Agreement shall not be affected
thereby.

			
		28. 	SUCCESSORS/BINDING
AGREEMENT


This Agreement shall inure to the benefit of
and be binding upon personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees
of the parties
hereto.

			
		29. 	CO-OPERATION


During
employment by the Company and thereafter, the Executive shall provide
his reasonable co-operation in connection with any action or proceeding
(or any appeal from any action or proceeding) that relates to events
occurring during the Executive’s employment; provided, however,
that after the Executive’s employment by the Company has ended,
(i) any request for such co-operation shall accommodate the demands of
the Executive’s then existing schedule and (ii) if any such
request will involve more than a de minimis amount of the
Executive’s time, the Executive shall be entitled to reasonable
compensation
therefore.

			
		30. 	GOVERNING
LAW


English law shall apply to this
Agreement.

			
		31. 	COUNTERPARTS


This
Agreement may be signed in counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto
were upon the same instrument.
    
    



IN
WITNESS whereof this Agreement has been duly executed and delivered as
a deed the day and year first before
written.
    


	SIGNED as a
Deed	)                            
  
	 and DELIVERED
by	)                            
  
	Stuart Sinclair	) /s/ Stuart
Sinclair
	in the presence
of:	)                            
  	        
	




Witness
Signature:

Witness Name:

Witness
Address:

Witness Occupation

	
			
	



		ASPEN INSURANCE UK
SERVICES LIMITED
    
 By:    /s/ Chris
O'Kane                        





		Name:   Chris
O'Kane
Title:    Chief Executive
Officer




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Table of Contents
    
    
    
    
    
    
    
    

DATED
________________________


    
    
    
    
ASPEN INSURANCE UK
SERVICES LIMITED
(1)

    
    
    
and

    
    
    
Stuart
Sinclair
    
    
    
    
    
    



	
				
	


COMPROMISE
AGREEMENT 
 

	
				
	


    
    
    
LeBoeuf,
Lamb, Greene & MacRae
1 Minster Court
Mincing
Lane
London EC3R 7YL

Tel: +44 (0)20 7459 5000
Fax: +44
(0)20 7459
5099

www.llgm.com


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THIS AGREEMENT is made as
of the              day of
                                    
[20[
]]

BETWEEN:

		
	(1) 	ASPEN
INSURANCE UK SERVICES LIMITED, (Registered in England No. 1184193),
30 Fenchurch Street, London EC3M 3BD, England (formerly known as (the
‘‘Company’’);
and


		
	(2) 	Stuart Sinclair
of [Address] (hereinafter referred to as the
‘‘Executive’’).



IT
IS AGREED AS
FOLLOWS:

		
	1. 	INTERPRETATION


			
		1. 	In
this
Agreement:


			
		2. 	‘‘Group
Company’’ shall mean any holding company of the
Company from time to time and any subsidiary of the Company or of any
such holding company from time to time. The terms
‘‘holding company’’ and
‘‘subsidiary’’ shall have the
meanings ascribed to them by Section 736 of the Companies Act 1985, as
amended;
and


			
		3. 	‘‘Service
Agreement’’ shall mean the service agreement entered
into between the Executive and the Company dated
[        ], as subsequently
amended.


		
	2. 	TERMINATION
DATE


The Executive’s employment with the Company
[will end][ended] on [date] (the
‘‘Termination
Date’’).

		
	3. 	PAYMENT
OF SALARY ETC


The Company will continue to provide the
Executive with his salary and all other contractual benefits up to the
Termination Date in the normal way. Within 14 days of the Termination
Date the Company will also pay the Executive in respect of his accrued
but untaken holiday (less such deductions for income tax and national
insurance as are required by
law).

		
	4. 	TERMINATION
SUMS


Subject to the Executive agreeing to all of the
conditions set out below, and receipt by the Company of a copy of this
Agreement signed by the Executive and the attached certificate signed
by the Executive’s legal adviser, the Company will pay the
Executive the following
sums:

			
		(i) 	£[appropriate
figure to be inserted] in respect of the Executive’s
entitlement to an annual incentive award for the year in which the
termination of the Executive’s employment with the Company
occurs, as calculated in accordance with Clause 19.2 (b) of the Service
Agreement;


			
		(ii) 	the sum of
£[appropriate figure to be inserted] in respect
of the Executive’s entitlement to a Severance Payment, as
calculated and defined in accordance with Clauses 19.2(c) and 19.3 of
the Service Agreement; and


			
		(iii) 	the
sum of £[appropriate figure to be inserted] in
respect of the Executive’s entitlement to the unpaid balance of
all previously earned cash bonus and other incentive awards with
respect to performance periods which have been completed as at the
Termination Date but not yet paid, as calculated in accordance with
Clause 19.2(d) of the Service Agreement.


The sums set
out in (i) to (iii) above will be subject to such deductions for income
tax and national insurance as are required by law and will be paid to
the Executive within [14] days of the date of signature by
him of this Agreement and signature by his legal adviser of the
attached certificate. Payment will be made by transfer to the
Executive’s bank account.

		
	5. 	SHARE OPTIONS


[The
Company confirms that the extent to which share options and other
equity-based awards held by the Executive as at the Termination Date
shall be exercisable following the Termination Date will be determined
solely in accordance with terms of the agreements under which such
share options and 

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other equity-based awards were
granted.] or [Other than in relation to share options
and other equity-based awards granted to the Executive prior to the
date of the Service Agreement which shall vest and be exercisable in
accordance with the terms of their grant agreements, the Company
confirms that all share options and other equity-based awards granted
to the Executive have vested and will remain exercisable for the
remainder of their
terms.]1


		
	6. 	WAIVER OF CLAIMS


The
Executive accepts the terms set out in this Agreement in full and final
settlement of all and any claims that he has or may have against the
Company or any other Group Company or any of its or their current or
former shareholders, directors, officers, employees or agents, whether
contractual (whether known or unknown, existing now or in the future),
statutory or otherwise, arising out of or in connection with his
employment with the Company or the termination of his employment. The
Executive also agrees to waive irrevocably and release the Company and
all Group Companies (and all of its or their current or former
shareholders, directors, officers, employees or agents) from and
against any claims whether contractual (whether known or unknown,
existing now or in the future), statutory or otherwise, arising out of
or in connection with his employment with the Company or the
termination of his employment. This waiver shall not apply in relation
to any claim relating to his pension rights that have accrued up to the
Termination Date.

		
	7. 	CONFIRMATION OF NO
BREACHES


The Executive confirms and warrants to the
Company that he has not at any time during his employment committed a
fundamental breach of the terms of the Service Agreement.

		
	8. 	LEGAL ADVICE


The
Executive confirms that he has received advice from [name of
legal advisor] of [name and address of
solicitors], a relevant independent adviser for the purposes
of section 203 of the Employment Rights Act 1996, as to the terms and
effect of this Agreement and, in particular, its effect on his ability
to pursue his rights before an employment tribunal. The Executive will
procure that his legal adviser signs the attached legal
adviser’s certificate, which forms part of this
Agreement.

		
	9. 	SATISFACTION OF STATUTORY
CONDITIONS


		
	(a) 	This Agreement satisfies
the conditions for regulating compromise agreements under Section 203
of the Employment Rights Act 1996, Regulation 35 of the Working Time
Regulations 1998, Section 77 of the Sex Discrimination Act 1975,
Section 72 of the Race Relations Act 1976, Section 9 of the Disability
Discrimination Act 1995, Regulation 9 of the Part-Time Workers
(Prevention of Less Favourable Treatment) Regulations 2000, Regulation
10 of the Fixed Term Employees (Prevention of Less Favourable
Treatment) Regulations 2002, Section 49 of the National Minimum Wage
Act 1998, Paragraph 2(2) of Schedule 4 to the Employment Equality
(Religion or Belief) Regulations 2003 and Paragraph 2(2) of Schedule 4
to the Employment Equality (Sexual Orientation) Regulations
2003.


		
	(b) 	The Executive is aware of
his rights under the Employment Rights Act 1996, the Working Time
Regulations 1998, the Sex Discrimination Act 1975, the Race Relations
Act 1976, the Disability Discrimination Act 1995, the Part-Time Workers
(Prevention of Less Favourable Treatment) Regulations 2000, the Fixed
Term Employees (Prevention of Less Favourable Treatment) Regulations
2002, the National Minimum Wage Act 1998, the Employment Equality
(Religion or Belief) Regulations 2003 and the Employment Equality
(Sexual Orientation) Regulations 2003 and has informed the Company of
any and all claims that he might seek to bring arising from his
employment or termination of employment. This agreement relates to his
claims for breach of contract, unfair dismissal, sex discrimination,
race discrimination, disability discrimination, sexual orientation
discrimination, religion or belief discrimination, any claim under the
Working Time Regulations 1998, any claim under the National Minimum
Wage Act 1998, the


	


		
	1	Second
alternative to be used in the event of qualifying termination in
connection with a Change of Control under Clause 15.2 of the Service
Agreement.


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Part-Time Workers (Prevention of
Less Favourable Treatment) Regulations 2000, the Fixed Term Employees
(Prevention of Less Favourable Treatment) Regulations 2002 or any claim
for unlawful deductions from wages under the Employment Rights Act
1996.

		
	10. 	POST-TERMINATION
RESTRAINTS


The Executive acknowledges that the
provisions of Clause 11 (Confidentiality) and Clause 14 (Restrictive
Covenants) of the Service Agreement will (to the extent that they are
applicable in the circumstances of the termination of the
Executive’s employment with the Company) remain in full force
and effect notwithstanding the termination of his
employment.

		
	11. 	RETURN OF COMPANY
PROPERTY


Before any payment under Clause 4 above is
made, the Executive will, in accordance with Clause 19.1(a) of the
Service Agreement, deliver up to the Company all vehicles, keys, credit
cards, correspondence, documents, specifications, reports, papers and
records (including any computer materials such as discs or tapes) and
all copies thereof and any other property (whether or not similar to
the foregoing or any of them) belonging to the Company or any other
Group Company which may be in his possession or under his control, and
(unless prevented by the owner thereof) any such property belonging to
others which may be in his possession or under his control and which
relates in any way to the business or affairs of the Company or any
other Group Company or any supplier, agent, distributor or customer of
the Company or any other Group Company, and he confirms that he has not
retained any copies
thereof.

		
	12. 	CONFIDENTIALITY


Save
by reason of any legal obligation or to enforce the terms of this
letter, the Executive will
not:

			
		(a) 	disclose the existence or
terms of this Agreement to anyone (other than to the Executive’s
professional advisers, the Inland Revenue or any other competent
authority or the Executive’s spouse);


			
		(b) 	directly or indirectly disseminate,
publish or otherwise disclose (or allow to be disseminated, published
or otherwise disclosed) by any means (whether oral, written or
otherwise) or medium (including without limitation electronic, paper,
radio or television) any information directly or indirectly relating to
the termination of the Executive’s    employment;
or


			
		(c) 	make any derogatory or
disparaging comments about the Company, any Group Company or any of its
or their shareholders, directors, officers, employees or
agents.


		
	14. 	NO ADMISSION OF
LIABILITY


This agreement is made without any admission
on the part of the Company or any Group Company that it has or they
have in any way breached any law or regulation or that the Executive
has any claims against the Company or any Group Company.

		
	15. 	TAX INDEMNITY


The
Executive hereby agrees to be responsible for the payment of any tax
and employee's national insurance contributions imposed by any
competent taxation authority in respect of any of the payments and
benefits provided under this Agreement (other than for the avoidance of
doubt, any tax and/or employee's national insurance contributions
deducted or withheld by the Company in paying the sums to the
Executive). The Executive further agrees to indemnify the Company and
all Group Companies and keep them indemnified on an ongoing basis
against any claim or demand which is made by any competent taxation
authority against the Company or any Group Company in respect of any
liability of the Company or any Group Company to deduct an amount of
tax or an amount in respect of tax or any employee's national
insurance contributions from the payments made and benefits provided
under this Agreement, including any related interest or penalties
imposed by any competent taxation authority.

		
	16. 	ENTIRE AGREEMENT


This
letter sets out the entire agreement between the Executive and the
Company and, save as set out in Clauses 5 and 10 above, supersedes all
prior arrangements, proposals, representations, statements and/or
understandings between the Executive, the Company and any Group
Company.

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	17. 	THIRD PARTY
RIGHTS


Notwithstanding the Contracts (Rights of Third
Parties) Act 1999 this Agreement may be varied by agreement between the
Executive and the Company.

		
	18. 	APPLICABLE LAW


This
agreement is subject to English law and the exclusive jurisdiction of
the English courts.

    
    
____________________________________

Stuart Sinclair

____________________________________
dated

____________________________________

For and on behalf of Aspen Insurance UK Services Limited

_____________________________________

dated

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Table of Contents
LEGAL ADVISER'S CERTIFICATE

    
I, [name of solicitor] of
[address of firm] hereby confirm to Aspen Insurance UK
Services Limited that I am an independent adviser for the purposes of
section 203 of the Employment Rights Act 1996 and that I have advised
Stuart Sinclair as to the terms and effect of this Agreement and its
effect on his ability to pursue his rights before an employment
tribunal. There was in force, when such advice was given, a policy of
insurance covering the risk of a claim by Stuart Sinclair in respect of
loss arising in consequence of such advice.

    
    
____________________________
[name
of adviser]

    
    
____________________________
date

17