Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Item 5.02(e) - On October 28, 2008, the Compensation Committee of Aspen
Insurance Holdings Limited ("Aspen") approved an amendment to Mr. Boornazian's employment agreement, to reflect compliance with Internal Revenue Code
Section 409A ("409A").
The principal amendments to Mr. Boornazian's employment agreement are as follows:
• The inclusion of a stated deadline for the timing of payments including any annual bonus award and expense reimbursement;

• Employment may now be terminated by Mr. Boornazian for good reason, provided that notice be provided within 90 days of the occurrence of the event giving rise to good reason. Such termination currently must occur within 2 years of the occurrence of such event;

• The replacement of the term "termination of employment" with the 409A compliant term "separation from service;"

• The inclusion of a provision for a six-month delay in payments due upon a separation from service where required by 409A;

• The amendment of the Change of Control clause to reflect the 409A definition.

Except as noted above, the provisions of Mr. Boornazian's employment agreement remain as set forth in Aspen's Form 10-K for the year ended December 31, 2007 and are incorporated herein by reference. The summary above is qualified by the actual terms of the amendment to Mr. Boornazian's employment agreement, which is attached as an exhibit to this report.
Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits
(d) The following exhibit is filed under Item 5.02 as part of this report:

10.1 Amendment to Brian Boornazian employment agreement, dated October 28, 2008.

---