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)

Compensatory Arrangements of Certain Officers

At its meeting held on October 27, 2009, the Compensation Committee of Aspen Insurance Holdings Limited ("Aspen") approved an amendment to the employment agreement of Brian Boornazian, President, Aspen Re, to conform the severance provision of his employment agreement to those of other Aspen executives who head business lines. The amendment would require an increased payment for termination without cause equal to his highest annual salary paid plus the average of the bonus awards paid to him in the past 3 years.

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, 2008. Aspen intends to file the amended employment agreement with its next Form 10-Q or Form 10-K filing, following the preparation and execution of such agreement.

Amendments to Awards of Performance Shares and Stock Options

The Compensation Committee of Aspen also approved certain amendments to awards of performance shares and stock options issued under the Amended 2003 Share Incentive Plan, as amended (the "Plan"), at its meeting held on October 27, 2009.
The principal amendments to the awards of performance shares and stock options issued under the Plan are as follows:

- Acceleration of the vesting of awards in the event of death of a participant for the portion of the awards that has met the performance conditions at the time of death, with the remaining portion being forfeited; and

- Acceleration of the vesting of awards in the event of disability of a participant results in his or her termination of employment with Aspen for the portion of the awards that has met the performance conditions at the time of disability, with the remaining portion being forfeited.

The above amendments will apply to grants of options made in 2007 (scheduled to vest on the third anniversary of grant, May 2010) and grants of performance shares made in 2007, 2008 and 2009, as well as to future awards under the Plan.

Except as noted above, the description of awards of performance shares and stock options remains as set forth in Aspen's Form 10-K for the year ended December 31, 2008. Aspen intends to file the amended form of awards with its next Form 10-Q or Form 10-K filing, following the preparation and execution of such form.

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