14,333,333
ASPEN INSURANCE
HOLDINGS LIMITED
Ordinary
Shares
UNDERWRITING
AGREEMENT
December 6,
2005
L EHMAN B ROTHERS I NC.
As Representative of the
several
Underwriters named in Schedule 2
745 Seventh Avenue
New York, NY 10019
Dear Sirs:
1.
Introductory. Aspen Insurance
Holdings Limited, a Bermuda company (the " Company ")
proposes to issue, and, with a certain shareholder of the Company
named in Schedule 1 hereto (the " Selling Shareholder " and,
together with the Company, the " Sellers ") sell to the
underwriters (the " Underwriters ") named in Schedule 2 to
this agreement (the Agreement "), on behalf of which Lehman
Brothers Inc. serves as a representative (the "
Representative "), 14,333,333 shares of its ordinary shares
(the " Firm Securities "), par value $.0015144558 per share
(the " Ordinary Shares "), with each Seller proposing to
sell up to the amount set forth opposite such Seller's name in
Schedule 4 hereto. The Company shall initially sell 5,482,558
shares of the Firm Securities, and the Selling Shareholder shall
initially sell 3,947,442 shares of the Firm Securities (together,
the " Initial Securities ") and, conditional upon and
following the delivery of the Resale Notice (as defined herein),
the Company shall then sell an additional 2,850,775 shares, and the
Selling Shareholder then an additional 2,052,558 shares of the Firm
Securities (such additional Firm Securities 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 " Firm Securities ".
The Company also
proposes to sell to the Underwriters, at the option of the
Underwriters, an aggregate of 2,150,000 Ordinary Shares (the "
Optional Securities ") as set forth below. The Firm
Securities and the Optional Securities are herein collectively
called the " Offered Securities ". The Company and Selling
Shareholder hereby agree with the Underwriters as
follows:
