AMENDMENT AGREEMENT (“Amendment”) dated as of October 28, 2014 between Charles Christopher O’Kane and Aspen Insurance UK Services Limited (“AIUKSL”) Aspen Insurance Holdings Limited (“AIHL” and, together with Mr. O’Kane and AIUKSL, the “Parties”)

AMENDMENT AGREEMENT (“Amendment”)

dated as of October 28, 2014

between

Xxxxxxx Xxxxxxxxxxx X’Xxxx

and

Aspen Insurance UK Services Limited (“AIUKSL”)

Aspen Insurance Holdings Limited (“AIHL” and, together with Xx. X’Xxxx and AIUKSL, the “Parties”)

WHEREAS the Parties have entered into the Amended and Restated Service Agreement, dated as September 24, 2004 (the “Service Agreement”) which Service Agreement includes an excise tax gross-up provision;

WHEREAS the Parties have now agreed to amend certain of the terms and provisions of the Agreement by this Amendment;

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Parties hereto agree as follows:

1. Amendment of the Service Agreement

Upon execution of this Amendment by the Parties, the Service Agreement shall be and is hereby amended as follows:

Section 15.2 (b)(ii) is deleted in its entirety.

2. Miscellaneous

(a) Entire Agreement. This Amendment constitutes the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all oral communications and prior writings with respect thereto.

(b) Service Agreement Continuation. The Service Agreement, as modified herein, shall continue in full force and effect.

(c) Counterparts. This Amendment may be executed and delivered in counterparts, each of which will be deemed an original.

(d) Headings. The headings used in this Amendment are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Amendment.

(e) Governing Law. This Amendment is subject to English law and the exclusive jurisdiction of the English courts.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the first date specified above.

Xxxxxxx Xxxxxxxxxxx X’Xxxx

By: /s/ Xxxxxxx Xxxxxxxxxxx X’Xxxx

Name: Xxxxxxx Xxxxxxxxxxx X’Xxxx
Title: Chief Executive Officer
Date: October 28, 2014

Aspen Insurance UK Services Limited

By: /s/ Xxxxxxx Xxxx

Name: Xxxxxxx Xxxx
Title: Director
Date: October 28, 2014

Aspen Insurance Holdings Limited

By: /s/ Xxxxxxxx Xxxxxx

Name: Xxxxxxxx Xxxxxx
Title: Associate Group General Counsel and Company Secretary
Date: October 28, 2014