AMENDED AND RESTATED SERVICE AGREEMENT

Clause

Page

INTERPRETATION

3

AMENDMENT AND RESTATEMENT

3

POSITION

4

TERM

4

DUTIES

4

REMUNERATION AND COMMISSION

5

PENSION AND INSURANCE BENEFITS

6

EXPENSES

7

HOLIDAYS AND HOLIDAY PAY

7

DISABILITY OR DEATH

7

CONFIDENTIAL INFORMATION

8

COPYRIGHT AND DESIGNS

9

GRATUITIES AND CODES OF CONDUCT

9

RESTRICTIVE COVENANTS

9

TERMINATION BY RECONSTRUCTION OR AMALGAMATION; CHANGE IN CONTROL

9

TERMINATION OF EMPLOYMENT BY THE COMPANY FOR CAUSE

12

TERMINATION OF EMPLOYMENT BY THE COMPANY WITHOUT CAUSE

12

TERMINATION OF EMPLOYMENT BY THE EXECUTIVE

13

OBLIGATIONS UPON TERMINATION OF EMPLOYMENT; CERTAIN OTHER TERMINATIONS

14

EFFECT OF TERMINATION OF THIS AGREEMENT

15

GENERAL RELEASE

15

OTHER TERMS AND CONDITIONS

16

NOTICES

16

PREVIOUS AND OTHER AGREEMENTS

16

ENTIRE AGREEMENT/AMENDMENT

17

ASSIGNMENT

17

SEVERABILITY

17

SUCCESSORS/BINDING AGREEMENT

17

CO-OPERATION

17

GOVERNING LAW

17

COUNTERPARTS

18

(1)

JULIAN MICHAEL CUSACK of [Address] (the “ Executive ”); and

(2)

ASPEN INSURANCE HOLDINGS LIMITED incorporated in the Islands of Bermuda whose registered office is at the Maxwell Roberts Building, 1 Church Street, Hamilton HM 11, Bermuda (the “ Company ”).

1.

INTERPRETATION

1.1

In this Agreement:

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

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

means the Company and its Affiliates (and “Group Company” means the Company or any one of its Affiliates);

means the Chief Executive Officer of the Company 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

This Agreement shall serve as a complete amendment and restatement of the Service Agreement entered into between Julian Cusack and Aspen Insurance Holdings Limited, dated 1 May 2007 (such agreement being undated when signed but effective following the transfer of Group CFO responsibilities) (the “ Original Agreement ”). Except as otherwise provided herein, all terms of the Original Agreement shall be superseded by the

terms of this Agreement and, upon execution of this Agreement, the Original Agreement shall be of no further force and effect.

(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 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) other than in accordance with the AIUKSL Contract;

(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 carry out his duties under this Agreement at the Company’s premises at the Maxwell Roberts Building, 1 Church Street, Hamilton HM 11, Bermuda, or such other place as the Company and the Executive shall mutually agree, provided that the Executive shall not be required to reside outside Bermuda or 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 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

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 of the Company 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 Board, 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 £70,000 per annum, subject to increase pursuant to Clause 6.3., which shall be inclusive of any fees to which the Executive may be entitled as a director of the Company or of any other Group Company. The Company shall pay a housing allowance in respect of the Executive’s primary residence in Bermuda during the term of his employment. Prior to such payment the Executive shall provide to the Company any substantiation for such expenses requested by the Company. Notwithstanding the foregoing, the maximum amount the Company shall pay in respect of housing allowance shall be $180,000 per annum, but all tax payable on such allowance will be borne by the Company.

6.2

The Executive shall be eligible for a cash bonus, based on a bonus potential of 100% of his annual salary, during his employment hereunder of such amounts (if any) at such times and subject to such conditions as the Compensation Committee of the Board (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 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 installments; each monthly installments 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 installments 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 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.

7.2

During his employment hereunder, the Executive will be eligible for 2 Business Class return airfares per annum from Bermuda to the UK for himself, spouse and dependent children. Such airfares are in addition to any flights the Executive is required to make in order to carry out his duties either under this Agreement or under the AIUKSL Contract. For the avoidance of doubt all tax payable on these airfares shall be borne by the Company. The Executive will also be eligible for reimbursement of reasonable expenses if he is required to move location to take up employment with a Group Company and reimbursement of reasonable expenses in connection with relocation to the UK upon termination (other than for Cause) in an amount to be agreed with the CEO at the time of such termination .

7.3

During his employment hereunder, the Company shall (subject to the relevant insurers’ terms and conditions) provide the Executive with:

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 unless in either case the Executive or a member of his family is at that time suffering from a medical condition which would entitle them to benefits under the policy in question in which case the existing policy is to be maintained in force by the Company or an alternative policy

provided which would provide the same benefit in relation to the medical condition in question.

of any benefits that would otherwise be payable to him under the provisions of any permanent health insurance policy taken out by the Company.

11.2.1

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

11.2.2

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;

Executive will furnish only that portion of the Confidential Information that, in the opinion of his counsel, he is legally required to furnish.

“ Relevant Period ” shall mean the period of 24 months immediately preceding the date on which the Restricted Period defined in clause 14.3 commences or the date on which the Company seeks to enforce the restriction in question;

“ 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;

“ 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 or any Restricted Period applicable upon the termination of the Executive’s employment (as defined in clause 14.3) without the prior written consent of the Board either alone or jointly with or on behalf of any person directly or indirectly: