EXHIBIT 10.2 FORM OF THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Third Amended and Restated Registration Rights Agreement, dated as of November 14, 2003 (this "Agreement"), among Aspen Insurance Holdings Limited (formerly known as...Registration Rights Agreement • November 25th, 2003 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
EXHIBIT 4.4 FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 14th, 2004 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
Exhibit 4.11 SHAREHOLDER'S AGREEMENT ----------------------- This Shareholder's Agreement (this "Agreement") is entered into as of [o], 2003, between Aspen Insurance Holdings Limited, a Bermuda corporation (the "Company"), and the undersigned person...Shareholder Agreement • February 4th, 2005 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance
amongCredit Agreement • November 25th, 2003 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
W I T N E S S E T H : - - - - - - - - - -Credit Agreement • August 9th, 2004 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
among364-Day Credit Agreement • November 25th, 2003 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
EXHIBIT 4.5 ASPEN INSURANCE HOLDINGS LIMITED 6.00% SENIOR NOTES DUE 2014 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • October 14th, 2004 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
EXHIBIT 1.1 ASPEN INSURANCE HOLDINGS LIMITED ORDINARY SHARES, PAR VALUE 0.15144558(CENTS) PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 3rd, 2003 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
March 22, 2005 CREDIT SUISSE FIRST BOSTON LLC DEUTSCHE BANK SECURITIES INC. As Representatives of the Several Underwriters, c/o Credit Suisse First Boston LLC, Eleven Madison Avenue, New York, NY 10010-3629 Dear Sirs: 1. Introductory. The shareholders...Underwriting Agreement • March 24th, 2005 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
ANDService Agreement • September 24th, 2004 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance
W I T N E S S E T H : - - - - - - - - - - WHEREAS, the parties hereto desire to amend the Credit Agreement on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises herein contained and for other...Credit Agreement • August 9th, 2004 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
TOSubordinated Indenture • February 4th, 2005 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
ANDService Agreement • March 14th, 2005 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance
W I T N E S S E T H : - - - - - - - - - - WHEREAS, the parties hereto desire to amend the Credit Agreement on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises herein contained and for other...Credit Agreement • August 9th, 2004 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
W I T N E S S E T H : - - - - - - - - - - WHEREAS, the parties hereto desire to amend the Credit Agreement on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises herein contained and for other...Credit Agreement • August 9th, 2004 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
EXHIBIT 10.23 ASPEN INSURANCE HOLDINGS LIMITED PERFORMANCE SHARE AWARD AGREEMENT THIS AGREEMENT (the "Agreement"), is made effective as of the 22nd day of December, 2004, between Aspen Insurance Holdings Limited, a Bermuda corporation (hereinafter...Performance Share Award Agreement • March 14th, 2005 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance
AGREEMENT AND PLAN OF MERGER by and among HIGHLANDS HOLDINGS, LTD. HIGHLANDS MERGER SUB, LTD. and ASPEN INSURANCE HOLDINGS LIMITED Dated as of August 27, 2018Merger Agreement • August 28th, 2018 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 27, 2018, among Aspen Insurance Holdings Limited, a Bermuda exempted company (the “Company”), Highlands Holdings, Ltd., a Bermuda exempted company (“Parent”), and Highlands Merger Sub, Ltd., a Bermuda exempted company and a wholly owned Subsidiary of Parent (“Merger Sub”).
TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • April 5th, 2024 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
SERVICE AGREEMENTService Agreement • February 22nd, 2017 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance
ASPEN INSURANCE HOLDINGS LIMITED RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • February 13th, 2019 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance
Exhibit 10.14 QUOTA SHARE TREATY OF WELLINGTON UNDERWRITING INC PROPERTY BUSINESS REINSURED: Wellington Reinsurance Limited, London, United Kingdom. PERIOD: Continuous contract always open in respect of risks attaching on or after the 1st January...Quota Share Treaty • November 25th, 2003 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • London
CHANGE OF CONTROL EMPLOY MENT AGREEMENTChange of Control Employment Agreement • April 29th, 2019 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance
The Board of Directors of Holdings (the "Board") and the board of directors or the Company (the "Company Board") have determined that it is in the best interests of Holdings and the Company and its stockholders to assure that Holdings and the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of Holdings. The Board and the Company Board believe it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or Threatened Change of Control and to encourage the Executive's full attention and dedication to Holdings and the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control that ensure that the compensation and benefits expectations of the executive will be satisfied and that are
UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2019 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
EMPLOYMENT AGREEMENTEmployment Agreement • February 19th, 2016 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • Connecticut
AGREEMENT (the “Agreement”), dated and entered into as of January 24, 2011, between Aspen Insurance U.S. Services Inc., a Delaware corporation, (the “Company”), and Emil Issavi (the “Executive”).
ASPEN INSURANCE HOLDINGS LIMITED Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 14th, 2008 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
PLEDGE AGREEMENTPledge Agreement • October 13th, 2006 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
PLEDGE AGREEMENT, dated as of 17 JANUARY 2006, (this ‘‘Agreement’’) made among Aspen Insurance Ltd, a company organized and existing under the laws of Bermuda (the ‘‘Pledgor’’), and Citibank, N.A. (the ‘‘Pledgee’’).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AMENDED AND RESTATED REINSURANCE AGREEMENT by and among ASPEN INSURANCE UK...Reinsurance Agreement • April 5th, 2024 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
This AMENDED AND RESTATED REINSURANCE AGREEMENT, dated as of January 10, 2022 (this “Agreement”), is made by and among Aspen Insurance UK Limited, a company incorporated in England and Wales, Aspen Managing Agency Limited, a company incorporated in England and Wales, for and on behalf of the underwriting members(s) of Lloyd’s Syndicate 4711, Aspen Bermuda Limited, a company incorporated in Bermuda, Aspen American Insurance Company, a Texas-domiciled insurance company, Aspen Specialty Insurance Company, a North Dakota-domiciled insurance company (individually or collectively, “Aspen”), Aspen Insurance Holdings Limited, a company incorporated in Bermuda (“Aspen Parent”) (solely for the purposes of Sections 11.1, 13.2, 14.1, 16.3, 16.9, 16.12, 16.13 and 16.16) and Cavello Bay Reinsurance Limited, a Bermuda insurance company (the “Reinsurer”). Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
AGREEMENT AND PLAN OF MERGER by and among HIGHLANDS HOLDINGS, LTD. HIGHLANDS MERGER SUB, LTD. and ASPEN INSURANCE HOLDINGS LIMITED Dated as of August 27, 2018Merger Agreement • April 5th, 2024 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 27, 2018, among Aspen Insurance Holdings Limited, a Bermuda exempted company (the “Company”), Highlands Holdings, Ltd., a Bermuda exempted company (“Parent”), and Highlands Merger Sub, Ltd., a Bermuda exempted company and a wholly owned Subsidiary of Parent (“Merger Sub”).
EXHIBIT 10.22 ASPEN INSURANCE HOLDINGS LIMITED NONQUALIFIED SHARE OPTION AGREEMENT THIS AGREEMENT (the "Agreement"), is made effective as of the 22nd day of December, 2004 (hereinafter called the "Date of Grant"), between Aspen Insurance Holdings...Nonqualified Share Option Agreement • March 14th, 2005 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance
MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • April 5th, 2024 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
MANAGEMENT CONSULTING AGREEMENT, dated March 28, 2019 (this “Agreement”), by and between ASPEN INSURANCE HOLDINGS LIMITED, a Bermuda exempted company (the “Company”), and APOLLO MANAGEMENT HOLDINGS, L.P., a Delaware limited partnership (the “Service Provider”).
DATED February 19, 2019 ASPEN INSURANCE HOLDINGS LIMITED and MARK CLOUTIER SERVICE AGREEMENTService Agreement • April 5th, 2024 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance
Clause Page 1. DEFINITIONS AND INTERPRETATION 1 2. APPOINTMENT 3 3. TERM 3 4. DUTIES 4 5. INSIDE INFORMATION 5 6. REMUNERATION 6 7. TRAVEL AND EXPENSES 7 8. PENSION 7 9. BENEFITS 7 10. HOLIDAYS AND HOLIDAY PAY 7 11. SICKNESS, ABSENCE, DISABILITY OR DEATH 8 12. CONFIDENTIAL INFORMATION 9 13. PROTECTION OF THE COMPANY’S BUSINESS INTERESTS 11 14. INTELLECTUAL PROPERTY RIGHTS 14 15. TERMINATION 16 16. GARDEN LEAVE 19 17. CHANGE IN CONTROL 20 18. EFFECT OF TERMINATION OF THIS AGREEMENT 20 19. APPOINTMENT OF ATTORNEY 20 20. AMALGAMATION, RECONSTRUCTION AND CHANGE OF DIRECTOR 21 21. DISCIPLINARY AND GRIEVANCE PROCEDURES 21
ASPEN INSURANCE HOLDINGS LIMITED PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • February 13th, 2019 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance
THIS PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”) is made effective as of 9th February 2018, (the “Date of Grant”) between Aspen Insurance Holdings Limited (the “Company”) and the individual to whom the Award is granted the Participant.
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • December 20th, 2023 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • New York
AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of December 18, 2014 (as may be amended, restated or otherwise modified from time to time, this “Agreement”), made among ASPEN BERMUDA LIMITED, a company organized and existing under the laws of Bermuda whose address of its registered or principal office is at 141 Front Street, Hamilton, HM19 Bermuda (the “Pledgor”) and CITIBANK EUROPE plc (as successor by assignment to Citibank, N.A.; referred to herein as the “Pledgee”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL DATED May 27, 2022 (1) ASPEN INSURANCE UK SERVICES LIMITED - and - (2) MINDTREE...Master Services Agreement • April 5th, 2024 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance
The Service Provider has agreed to supply and Aspen has agreed to accept the Services on the terms and conditions of this Agreement;
CHANGE OF CONTROL EMPLOYMENT AGREEMENTChange of Control Employment Agreement • February 19th, 2016 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • Connecticut
THIS CHANGE OF CONTROL EMPLOYMENT AGREEMENT (this “Agreement”) by and among Aspen Insurance Holdings Limited, a Bermuda corporation (“Holdings”), Aspen Insurance U.S. Services Inc., a Delaware corporation (the “Company”) and Emil Issavi (the “Executive”) is dated as of the 24th day of February 2015.
