ASPEN INSURANCE HOLDINGS LTD | LEHMAN BROTHERS INC.
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Title: UNDERWRITING AGREEMENT Governing Law: New York Date: 2/27/2007 Industry: Insurance (Prop. and Casualty)
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Exhibit 1.1
7,927,288
ASPEN INSURANCE
HOLDINGS LIMITED
Ordinary
Shares
UNDERWRITING
AGREEMENT
February 22,
2007
LEHMAN BROTHERS
INC.
As Representative of the
several
Underwriters named in Schedule 2
745 Seventh Avenue
New York, NY 10019
Dear Sirs:
1.
Introductory . The shareholders listed in Schedule 1 hereto
(the ‘‘ Selling Shareholders ’’)
propose severally to sell an aggregate of 7,927,288 outstanding
shares of the ordinary shares, par value $.0015144558 per share
(the ‘‘ Ordinary Shares ’’), of
Aspen Insurance Holdings Limited, a Bermuda company (the
‘‘ Company ’’). The Selling
Shareholders shall initially sell 7,927,288 Ordinary Shares (the
‘‘ Initial Securities ’’) and,
conditional upon and following the delivery of the Resale Notice
(as defined herein), the Selling Shareholders shall then sell an
additional 0 Ordinary Shares (such additional Ordinary Shares being
referred to herein as the ‘‘ Additional
Securities ’’), in each case subject to the terms
and conditions set forth herein. The Initial Securities and
Additional Securities are hereinafter together called the
‘‘ Offered Securities ’’. The
Selling Shareholders hereby agree pursuant to this agreement (the
‘‘ Agreement ’’) with the Company
and with the several Underwriters named in Schedule 2 hereto (the
‘‘ Underwriters ’’) as
follows: