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Form 8-K ASPEN INSURANCE HOLDINGS For: Oct 28

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October 31, 2014 12:38 PM EDT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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Current Report
Pursuant to Section�13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 2014
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ASPEN INSURANCE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
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Bermuda
001-31909
Not Applicable
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
141 Front Street
Hamilton HM 19
Bermuda
(Address of principal executive offices)
(Zip Code)
Registrants telephone number, including area code: (441)�295-8201
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Section 5 - Corporate Governance and Management

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On October 28, 2014, Mr. Christopher OKane, the Chief Executive Officer of Aspen Insurance Holdings Limited (Aspen), Aspen Insurance UK Services Limited (Aspen UK) and Aspen (collectively, the Parties) entered into an Amendment Agreement (the Amendment Agreement) to remove Section 15.2(b)(ii) of the Amended and Restated Service Agreement, dated as of September 24, 2004 (the Service Agreement) between the Parties (as filed with the Securities and Exchange Commission as Exhibit 10.1 to Aspens Current Report on Form 8-K on September 24, 2014 and incorporated herein by reference). Pursuant to Section 15.2(b)(ii) of the Service Agreement, Mr. OKane would have been entitled to an additional payment from Aspen UK if any excise tax was imposed under the Internal Code of 1986, as amended, with respect to any payment received by Mr. OKane in connection with a termination of his employment by Aspen UK without cause or by Mr. OKane with good reason within six months prior to a change in control or two years after a change in control.

This summary is qualified in its entirety by reference to the Amendment Agreement, which is attached hereto as Exhibit 10.1.

Section�9 - Financial Statements and Exhibits
Item�9.01 - Financial Statements and Exhibits

(d)����The following exhibit is furnished under Item 5.02 of this report:
10.1 Amendment Agreement, dated October 28, 2014, between Mr. Christopher OKane, Aspen Insurance UK Services Limited and Aspen Insurance Holdings Limited


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ASPEN INSURANCE HOLDINGS LIMITED
(Registrant)
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Dated: October�31,�2014
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By:
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/s/ John Worth
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Name:
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John Worth
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Title:
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Chief Financial Officer

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AMENDMENT AGREEMENT
(Amendment)
dated as of October 28, 2014
between
Charles Christopher OKane
and
Aspen Insurance UK Services Limited (AIUKSL)
Aspen Insurance Holdings Limited (AIHL and, together with Mr. OKane 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.

Charles Christopher OKane
By: /s/ Charles Christopher OKane
Name: Charles Christopher OKane
Title: Chief Executive Officer
Date: October 28, 2014
Aspen Insurance UK Services Limited
By: /s/ Michael Cain
Name: Michael Cain
Title: Director
Date: October 28, 2014
Aspen Insurance Holdings Limited
By: /s/ Patricia Roufca
Name: Patricia Roufca
Title: Associate Group General Counsel and Company Secretary
Date: October 28, 2014





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