an annual salary of £390,000, subject to annual salary review;

a guaranteed bonus of not less than £240,000, which will be paid on the date on which Aspen pays cash bonuses to its employees for the year ended December 31, 2012, subject to Mr. Worth being an employee at the time the bonus becomes due;

eligibility for an annual cash bonus based on a bonus potential of 100% of annual salary (this percentage is not a cap or a limit and can be exceeded) during Mr. Worth’s employment of such amounts (if any) at such times and subject to such conditions as the Compensation Committee of the Board of Directors of Aspen (the “Compensation Committee”) may in its absolute discretion decide;

£100,000 (converted at the prevailing exchange rate on the date of grant) in Restricted Stock Units (the “2012 RSUs”) issued to Mr. Worth under the AIHL 2003 Share Incentive Plan (the “Plan”) on joining Aspen. Subject to the rules of the Plan, the 2012 RSUs will be subject to a three-year vesting period, with one-third of the grant vesting on each of the first, second and third anniversaries of the date of grant;

£200,000 (converted at the prevailing exchange rate on the date of grant) in Performance Shares (the “2012 Performance Shares”), issued to Mr. Worth under the Plan on joining Aspen. Subject to the rules of the Plan, the 2012 Performance Shares will be subject to a three-year vesting period with a separate annual book value per share growth test for each year. One-third of the grant will be eligible for vesting each year based on a formula, and will only be issuable at the end of the three-year period. The 2012 Performance Shares will be subject to the same performance criteria as other performance shares issued by Aspen as part of its 2012 Long-Term Incentive Plan grant.

a participation in the 2013 Long-Term Incentive Plan equal to not less than $750,000 in RSUs, subject to the rules of the Plan, with any future participation subject to the discretion of the Chief Executive Officer and the Compensation Committee;

any such cash or stock awards in Aspen in lieu of deferred compensation from Mr. Worth’s previous employer which is forfeited;

employment may be terminated for cause if:

Mr. Worth becomes bankrupt, is convicted of a criminal offence, commits serious misconduct or other conduct bringing Mr. Worth or Aspen or any of its subsidiaries into disrepute;

Mr. Worth materially breaches any provisions of the Service Agreement or conducts himself in a manner prejudicial to Aspen; or

Mr. Worth breaches any code of conduct or ceases to be registered by any regulatory body;

employment may be terminated by Mr. Worth without notice for good reason if:

Mr. Worth’s annual salary or bonus opportunity is materially reduced;

there is a material diminution in Mr. Worth’s duties, authority, responsibilities or title, or he is assigned duties materially inconsistent with his position;

Mr. Worth is removed from the position of CFO; or

Mr. Worth is required to relocate more than 50 miles from his current office;

provided, however, that no such event(s) shall constitute “good reason” unless Aspen shall have failed to cure such event(s) within 30 days after receipt by Aspen from Mr. Worth of written notice describing in detail such event(s);

if Mr. Worth’s employment is terminated without cause, or if he resigns with good reason, he is entitled to (a) salary at his Salary Rate (as defined in the Service Agreement) through to and including the date in which his termination occurs; (b) the lesser of (x) the target annual bonus award for the year in which his termination occurs, and (y) the average of the annual bonus awards received by him for the three complete years immediately prior to the year of termination (or, if less, the number of complete years employed by the Company and provided that the annual bonus figure to be applied for the year ending 31 December 2012 shall be deemed to be £390,000 for the purposes of this Clause only), multiplied by a fraction, the numerator of which is the number of days that he was employed during the applicable year and the denominator of which is 365; (c) subject to the terms of the Service Agreement, the sum of (x) his highest Salary Rate during the term of the Service Agreement and (y) the average of the annual bonus awards received by him for the three complete years immediately prior to the year of termination (or, if less, the number of complete years employed by the Company), and (d) the unpaid balance of all previously earned cash bonus and other incentive awards with respect to performance periods which have been completed as of the date of termination, 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 Mr. Worth is paid in lieu of notice under the Service Agreement (including if Aspen exercises its right to enforce garden leave under the Service Agreement), the severance payment will be inclusive of that payment;

if Mr. Worth is terminated without cause or resigns for good reason in the six months prior to a change of control or the two-year period following a change of control, in addition to the benefits discussed above, all share options and other equity-based awards granted to Mr. Worth during the course of the agreement shall immediately vest and remain exercisable in accordance with their terms;

certain provisions typical for Aspen officers relating to reimbursement of expenses, confidentiality, non-competition and non-solicitation for a twelve-month period following termination or resignation;

in the event of termination due to the death of Mr. Worth, life cover for the benefit of his beneficiaries equal to (a) his 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 he would have been entitled to pursuant to Clause 5.4 for the year in which the his death occurs, multiplied by a fraction, the numerator of which is the number of days that he 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, and any unpaid awards granted to replace former employer awards, 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 he not died; and

participation in all management incentive plans and other employee benefits and fringe benefit plans made available to other senior executives or employees generally, including continued membership in Aspen’s pension scheme, medical insurance, permanent health insurance, personal accident insurance and life insurance.

ASPEN INSURANCE HOLDINGS LIMITED

                                 (Registrant)

/s/ Julian Cusack

Julian Cusack