(1)SARAH ANNDAVIES AND (2)ASPEN INSURANCE UK SERVICES LIMITED (3)ASPEN INSURANCE HOLDINGSLIMITED SERVICEAGREEMENT

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 her possession or under her control, and (unless prevented by the owner thereof) any such property belonging to others which may be in her possession or under her 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 she shall not without written consent of the Board or the Board of Holdings retain any copies thereof;

(c)    if so requested send to the Company Secretary a signed statement confirming that she has complied with Clause 18.1(b); and

(d)    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 herself or permit herself 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).

18.2    In the event of a termination of Executive’s employment hereunder by the Executive with Good Reason (in accordance with Clause 17.1 above) or by the Company without Cause (other than by reason of death), the Executive shall be entitled to (a) salary at her Salary Rate through the date in which her 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 Clauses 18.3 and 18.4 below, the sum of 2 times (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 2 times (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 her termination. In the event that the Company terminates the Executive’s employment without Cause under the provisions of Section 16.1(ii) or 16.3(ii) the parties acknowledge that the Severance Payment will be inclusive of the Executive’s right to be paid in lieu of the 60 days’ or 12 months’ notice period (as appropriate).

18.3    In the event that the Executive’s entitlement to a Severance Payment arises as a result of the Executive’s employment being terminated by the Executive with Good Reason (in accordance with Clause 17.1 above) or by the Company terminating the Executive’s employment without Cause under the provisions of Clause 16.3(ii), 50% of the Severance Payment shall be paid to the Executive within 14 days of the execution by the Executive of a valid release in accordance with Clause 20. The remaining 50% of the Severance Payment will be paid in four equal installments during the 12 months following the first anniversary of the termination of the Executive’s employment (with the first quarterly payment being paid on or as soon as reasonably practicable after the date which is three months after the first anniversary of the date of termination and each subsequent quarterly payment being paid on the date which is three months after the last quarterly payment) in specific consideration for the agreement by the Executive to be bound by the further covenants set out in Clause 13.3 to apply during that period. In the event that the Executive breaches any part of Clause 13.3 at any time during that 12 months period or the Executive successfully challenges in a court of competent jurisdiction the enforceability of all or any part of the covenants set out in Clause 13.3, the Company shall not be obliged to make any further quarterly payments to the Executive whatsoever (and in addition shall not be prevented from taking any other action to enforce the covenants set out in Clause 13.3 whatsoever in the event of breach by the Executive).

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18.4    In the event that the Executive’s employment is terminated by the Company without Cause under the provisions of Clause 16.3(i) and the Company exercises all or any of its rights under Clause 17.4 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 and the total Severance Payment (reduced in accordance with this Clause) will be paid in four equal installments during the 12 months following the termination of the Executive’s employment (with the first quarterly payment being paid on or as soon as reasonably practicable after the date which is three months after the termination of the Executive’s employment and each subsequent quarterly payment being made on the date which is three months after the last quarterly payment) provided that if during that 12 months period the Executive breaches any of the provisions of Clause 13.2 or the Executive successfully challenges in a court of competent jurisdiction the enforceability of all or any part of the covenants set out in Clause 13.2, the Company shall not be obliged to make any further quarterly payments to the Executive whatsoever (and in addition shall not be prevented from taking any other action to enforce the covenants set out in Clause 13.2 whatsoever in the event of breach by the Executive).

18.5    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 through the date of termination. For the purposes of Clause 13 such termination shall be deemed to be a termination for Cause.

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

18.7    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 she may obtain.

	19.	EFFECT OF TERMINATION OF THIS AGREEMENT

19.1    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.

	20.	GENERAL RELEASE

Notwithstanding any provision herein to the contrary, prior to payment of any amount pursuant to Clauses 14.2, 16.1, 17.3 and 18.2, the Executive shall execute a valid general release, in the form attached hereto (except to the extent a change in law 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.

	21.	OTHER TERMS AND CONDITIONS

21.1    The Company shall maintain a directors’ and officers’ liability insurance policy covering the Executive which is no less favorable than the policy covering other senior executive officers of the Company. In addition, the Company expressly acknowledges that the Executive is in the class of individuals entitled to be an ‘‘Indemnified Person’’ (as such term is defined in the Amended and Restated Bye-Laws of Aspen Insurance Holdings Limited (the ‘‘Bye-Laws’’)). As such, the Executive

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shall be entitled to the greatest of any and all protections regarding indemnity, insurance and advancement and reimbursement of expenses provided under the Bye-Laws as in existence on the date hereof, the directors’ and officers’ policy described above, or such greater protection as may be provided under applicable law; provided, however, that if the Bye-Laws are amended after the date hereof, and, as amended, they provide greater benefits than the existing Bye-Laws, the Executive shall be entitled to such greater benefits.

21.2    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 by WUSL which began on 27 September 1993 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 her duties hereunder to the satisfaction of the Board.

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

(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.

	22.	NOTICES

Any notice to be given hereunder shall be in writing. Notice to the Executive shall be sufficiently served by being delivered personally to her or be being sent by first class post addressed to her at her 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.

	23.	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 her employment which shall be deemed to have been terminated by mutual consent with effect from the commencement of the Agreement.

	24.	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 14 or 18, as applicable.

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	25.	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.

	26.	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.

	27.	COOPERATION

During employment by the Company and thereafter, the Executive shall provide her reasonable cooperation 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 cooperation 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 therefor.

	28.	GOVERNING LAW

English law shall apply to this Agreement.

	29.	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				)                /s/ Sarah Ann Davies
SARAH ANN				)
DAVIES				)
in the presence of:				)

Witness Signature:	/s/ Ian Campbell

Witness Name:

Witness Address:

Witness Occupation:

				ASPEN INSURANCE UK SERVICES LIMITED
				By:				/s/ Christopher O’Kane
				Name:   Christopher O’Kane
				Title:   Director

				ASPEN INSURANCE HOLDINGS LIMITED
				By:				/s/ Christopher O’Kane
				Name:   Christopher O’Kane
				Title:   Director

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ANNEX — FORM OF RELEASE TO BE ENTERED INTO PURSUANT TO CLAUSE 20

DATED                                                                     

ASPEN INSURANCE UK SERVICES LIMITED (1)

ASPEN INSURANCE HOLDINGS LIMITED (2)

and

SARAH ANN DAVIES (3)

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), 100 Leadenhall Street, London EC3A 3DD, England (formerly known as Wellington Re Services Limited) (the ‘‘Company’’);

(2)	ASPEN INSURANCE HOLDINGS LIMITED incorporated in the Islands of Bermuda whose registered office is at Cedar Avenue, Hamilton, Bermuda (‘‘Holdings’’); and

(3)	SARAH ANN DAVIES of Hollybush Cottages, Bendish, Whitwell, Hertfordshire SG4 8JB (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, Holdings 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 her 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 her accrued but untaken holiday (less such deductions for income tax and national insurance as are required by law).

4.	TERMINATION SUMS

[Either:]

[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 sum of £455,409 as compensation for the termination of the Executive’s employment in accordance with Clause [16.1] [17.3] of the Service Agreement.]¹

[OR]

[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 18.2 (b) of the Service Agreement;

	(ii)	the sum of £[appropriate figure to be inserted] in respect of the Executive’s entitlement to a

1	Insert if notice given by the Company or the Executive on or before 31st May 2006, in which case she is entitled to receive a severance sum of £455,409 in accordance with clause 16.1 or 17.3.

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		Severance Payment, as calculated and defined in accordance with Clauses 18.2(c) and 18.4 of the Service Agreement. 50% of the Severance Payment will be paid within 14 days of the Termination Date. The remaining 50% of the Severance Payment will be paid in four equal instalments strictly in accordance with and subject to the terms of Clause [18.3] [18.4] [delete as appropriate] of the Service Agreement;

	(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 18.2(d) of the Service Agreement; and

	(iv)	[the sum of £[appropriate figure to be inserted] in respect of the Executive’s entitlement to payment under Clause 14.2(b) of the Service Agreement, such sum to be paid as and when any such excise tax as referred to in that Clause 14.2(b) is payable]2]

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

5.	SHARE OPTIONS

The Company hereby restates its commitment to the Executive as set out in its letter to the Executive dated [insert date] regarding the extent to which share options held by the Executive as at the Termination Date shall be exercisable following the Termination Date.

6.	WAIVER OF CLAIMS

	6.1	The Executive represents and warrants that:

	(a)	she has instructed the Adviser who is referred to in Clause 8 below to advise whether she has or may have any Statutory Claims (as defined in Clause 6.5) against the Company, any Group Company, or any of its or their officers, employees or shareholders, arising out of or in connection with her employment by the Company and its termination; and

	(b)	to the best of her knowledge and belief she has provided the Adviser with whatever information is in her possession to enable the Adviser to advise whether she has or may have any such Statutory Claims; and

	(c)	she, having had legal advice from the Adviser, may have, in addition or alternative to a Statutory Claim, a claim for breach of contract, wrongful dismissal, unlawful deductions from wages, unfair dismissal and sex discrimination against the Company, any Group Company, or its or their officers, employees or shareholders in connection with her employment with the Company or the termination thereof (the Alleged Claims); and

	(d)	she, having had legal advice from the Adviser, has no Statutory Claims other than those referred to in this Clause 6.1(c) against the Company, any Group Company, or its or their officers, employees or shareholders, arising out of or in connection with her employment with the Company and its termination.

	6.2	The Alleged Claims are hereby unconditionally and irrevocably waived by the Executive and will not be repeated, referred to or pursued either by the Executive or by anyone else on her behalf.

	6.3	The Executive accepts the payments to be given to her under Clause 4 of this Agreement in full and final settlement of:

2	Delete if no qualifying termination in connection with a Change of Control under Clause 14.2 of the Service Agreement

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	(a)	the Alleged Claims; and

	(b)	all other claims and rights of action (whether under common law or otherwise) in any jurisdiction in the world, howsoever arising, (including but not limited to contractual claims, breach of contract and tort) which the Executive (or anyone on her behalf) has or may have against the Company, any Group Company, or its or their officers, employees or shareholders, arising from or connected with the Executive's employment by the Company or its termination and any other matter concerning the Company or any Group Company whether such claims are known or unknown to the Parties and whether or not they are or could be in the contemplation of the Parties at the signature of this agreement, including claims which as a matter of law do not at the date of this agreement exist and whose existence cannot currently be foreseen;

with the exception that Clauses 6.1 and 6.3 shall not apply to:

	(i)	any pension rights or pension benefits or unpaid pension contributions which have accrued to the Executive up to the Termination Date; and

	(ii)	any personal injury claims relating to the Executive but not for any claims of compensation or damages for personal injury which may be brought pursuant to discrimination legislation; and

	(iii)	any rights, claims or benefits relating to those share options granted to the Executive on 20th August 2003 (the ‘‘Founder Options’’); and

	(iv)	any claim to enforce the terms of this Agreement.

	6.4	The Executive warrants that she is not aware of any personal injury claim whatsoever (or any circumstances which may give rise to one) subsisting at the date of this Agreement.

	6.5	A Statutory Claim for the purposes of this Clause 6 means any claim for or relating to unfair dismissal, a statutory redundancy payment, equal pay, sex, race or disability discrimination, working time, unauthorised deduction from wages, unlawful detriment on health and safety grounds, a protective award, minimum wage, data protection, part-time work, flexible workings information and consultation or any other statutory employment rights which the Executive, (or anyone on her behalf), has or may have under the Employment Rights Act 1996, the Equal Pay Act 1970, the Sex Discrimination Act 1975, the Race Relations Act 1976, the Disability Discrimination Act 1995, the Transfer of Undertakings (Protection of Employment) Regulations 1981, the Working Time Regulations 1998, the Trade Union and Labour Relations (Consolidation) Act 1992, the Public Interest Disclosure Act 1998, the National Minimum Wage Act 1998, the Data Protection Act 1998, the Employment Relations Act 1999, Transnational Information and Consultation of Employees Regulations 1999, the Part-time Workers (Prevention of Less Favourable Treatment) Regulations 2000, the Fixed-term Employees (Prevention of Less Favourable Treatment) Regulations 2002, the Employment Act 2002, the Employment Equality (Sexual Orientation) Regulations 2003, the Employment Equality (Religion or Belief) Regulations 2003, the Employment Act 2002 (Dispute Resolution) Regulations 2004, Information and Consultation of Employees Regulations 2004, and any Treaty, Directive, Regulation or Recommendation of the European Union relating to employment rights.

	6.6	It is a fundamental term of this Agreement that the payments to be given to the Executive under Clause 4 shall at all times be conditional on the Executive refraining from issuing or pursuing any type of employment related proceedings in respect of the Alleged Claims, any other Statutory Claim, any other claim referred to in Clause 6.3 or any other contractual or common law claim (howsoever arising), (with the exception of any claim for accrued pension rights or pension benefits or unpaid pension contributions, or for personal injury but not any claim for compensation or damages which may be brought pursuant to discrimination legislation, or in respect of the Executive’s Founder Options or to enforce the terms of this Agreement), against the Company, any Group Company, or its or their officers, employees or shareholders and whether in an Employment Tribunal, the High Court, a County Court or otherwise.

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7.	CONFIRMATION OF NO BREACHES

The Executive confirms and warrants to the Company that to the best of her knowledge and belief she has not at any time during her employment committed a fundamental breach of the terms of the Service Agreement.

8.	LEGAL ADVICE

	8.1	The Executive confirms that she has received advice from [name of legal advisor] of [name and address of firm], 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 her ability to pursue her rights before an employment tribunal. The Executive will procure that her legal adviser signs the attached legal adviser’s certificate, which forms part of this Agreement.

	8.2	The Company agrees to contribute up to £[insert amount], (inclusive of disbursements, but exclusive of VAT) towards the Executive's legal expenses incurred exclusively in connection with obtaining legal advice on the termination of her employment and the terms of this Agreement. This sum will be paid direct to the Advisor within 28 days of receipt by the Company of an invoice addressed to the Executive and marked payable by the Company.

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 her 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 she might seek to bring arising from her employment or termination of employment. This Agreement relates to her 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 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.	RESIGNATION OF DIRECTORSHIP

At the same time as executing this Agreement the Executive will resign with immediate effect from her directorship of the Company and from all directorships and offices (including but not limited to her position as Director of Research and Development and Business Change) held with other Group Companies (and all related trusteeships) by signing and delivering the attached letters of resignation.

11.	POST-TERMINATION RESTRAINTS

The Executive acknowledges that the provisions of Clause 10 (Confidentiality) and Clause 13 (Restrictive Covenants) of the Service Agreement will (to the extent that they are applicable in the

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circumstances of the termination of the Executive’s employment with the Company) remain in full force and effect notwithstanding the termination of her employment.

12.	RETURN OF COMPANY PROPERTY

Before any payment under Clause 4 above is made, the Executive will, in accordance with Clause 18.1(b) 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 her possession or under her control, and (unless prevented by the owner thereof) any such property belonging to others which may be in her possession or under her 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 she confirms that she has not retained any copies thereof.

13.	CONFIDENTIALITY

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

	(a)	disclose the terms of this Agreement to anyone (other than to the Executive’s professional advisers, HM Revenue & Customs 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.

Save by reason of any legal obligation or to enforce the terms of this Agreement, the Company (for and on behalf of itself and any Group Company) will not:

	(d)	disclose the terms of this Agreement to anyone (other than to the Company’s professional advisers, HM Revenue & Customs or any other competent authority);

	(e)	make or cause to be made or publish or cause to be published nor authorise, facilitate or condone and will use its reasonable endeavours to procure that its directors, officers, employees or agents will not make or cause to be made nor authorize, facilitate or condone any derogatory or disparaging comments about the Executive.

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

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imposed by any competent taxation authority save where such interest or penalties arise out of the delay, error or default of the Company or any Group Company or of its or their failure to account to HM Revenue & Customs for deductions which have been made. The Company will forthwith upon receipt by it or any Group Company of any request for payment, assessment, demand or other notification of liability or potential liability to tax or National Insurance contributions interest or penalties, or it or they otherwise becoming aware of any circumstances which may give rise to a claim under this indemnity forward such request, assessment, demand or notification or notify such circumstances to the Executive and shall thereafter take only such action in relation thereto as the Executive may require and shall co-operate so far as reasonable in any challenge which the Executive may pursue to such request, assessment, demand, notification or circumstances.

16.	ENTIRE AGREEMENT

This letter sets out the entire agreement between the Executive, the Company and any Group Company and, save as set out in Clauses 5 and 11 above, supersedes all prior arrangements, proposals, representations, statements and/or understandings between the Executive, the Company and any Group Company.

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.

Sarah Ann Davies

dated

For and on behalf of Aspen Insurance UK Services Limited

dated

For and on behalf of Aspen Insurance Holdings Limited

dated

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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 Sarah Ann Davies as to the terms and effect of this Agreement and its effect on her ability to pursue her 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 Sarah Ann Davies in respect of loss arising in consequence of such advice, disregarding any uninsured deductible or excess.

[name of adviser]

dated

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To the board of Directors of:-
Aspen Insurance UK Services Limited
Aspen Insurance Holdings Limited

[date]

Dear Sirs

Aspen Insurance UK Services Limited (the ‘‘Company’’) and Aspen Insurance Holdings Limited (‘‘Holdings’’)

I hereby irrevocably and unconditionally resign from the office of Director of the Company with immediate effect, and I acknowledge and confirm that I have no claim of whatsoever kind outstanding for compensation or otherwise against the Company, Holdings or any of its or their servants, officers, agents or employees in respect of the termination of my appointments.

Yours faithfully

SIGNED as a DEED						)
and DELIVERED						)
by SARAH ANN DAVIES						)
in the presence of :						)

Witness signature:

Witness Name:

Witness address:

[note: separate individual similar letters of resignation to be produced for any other Group Companies of which she is a director]

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