8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2004

ASPEN INSURANCE HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Bermuda				001-31909				Not Applicable
(State or other jurisdiction of incorporation)				(Commission File Number)				(I.R.S. Employer Identification No.)

Victoria Hall
11 Victoria Street
Hamilton HM 11
Bermuda

(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (441) 295-8201

Not Applicable
(Former name or former address, if changed since last report)

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:

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01    Entry into a Material Definitive Agreement

On August 25, 2004, Aspen Insurance US Services, Inc., our subisidiary, entered into a Supplemental Executive Retirement Plan (the "SERP") for the benefit of Peter Coghlan, President and Chief Executive Officer of Aspen Specialty Insurance Company and one of our named executive officers. Under the SERP, effective January 1, 2004, Aspen U.S. Services will credit, subject to satisfactory performance of Aspen Specialty, Mr. Coghlan's SERP account with a $119,500 annual contribution. Aspen U.S. Services has the discretion to credit Mr. Coghlan's account with additional contributions. Interest will be credited on the account balance at an annual rate of 6%. Annual contributions and interest credited thereon are 100% vested at all times. Discretionary contributions and interest credited thereon vest as provided by Aspen U.S. Services, provided that Mr. Coghlan will become 100% vested in his discretionary contributions (and interest credited thereon) upon his death or upon his termination of employment after reaching age 60. The present value of the projected benefit payments to Mr. Coghlan at age 60, under the SERP, will be approximately $1.25 million.

Item 9.01     Financial Statements and Exhibits

(c) The following exhibit is furnished as part of this report:

       10.1 Supplemental Executive Retirement Plan prepared for Aspen Insurance U.S. Services, Inc., dated August 25, 2004.

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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.

				ASPEN INSURANCE HOLDINGS LIMITED (Registrant)
Dated: August 31, 2004				By: /s/ Julian Cusack                                         Name: Julian Cusack Title: Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit No.				Description
10.1				Supplemental Executive Retirement Plan prepared for Aspen Insurance U.S. Services, Inc., dated August 25, 2004.

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EX-10.1

                             SUPPLEMENTAL EXECUTIVE
                                 RETIREMENT PLAN


                                  PREPARED FOR


                        ASPEN INSURANCE US SERVICES, INC.


















                        ASPEN INSURANCE US SERVICES, INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                       ARTICLE I - PURPOSE; EFFECTIVE DATE

1.1.  PURPOSE. The purpose of this Supplemental Executive Retirement Plan
      (hereinafter, the "Plan") is to permit the company to provide selected
      individuals employed by Aspen Insurance US Services, Inc. with an
      additional benefit payable at termination of employment. It is intended
      that this plan, by providing this benefit, will assist the Company in
      attracting, motivating and retaining individuals of exceptional ability.

1.2.  EFFECTIVE DATE. The Plan shall be effective as of January 1, 2004.





                            ARTICLE II - DEFINITIONS

         For the purpose of this Plan, the following terms shall have the
meanings indicated, unless the context clearly indicates otherwise:

2.1.  ACCOUNT. "Account" means the account maintained on the books of the
      Company used solely to calculate the amount payable to each Participant
      under this Plan and shall not constitute a separate fund of assets.

2.2.  ACTUARIAL EQUIVALENT. "Actuarial Equivalent" means an equivalence in value
      between two (2) or more forms and/or times of payment based on a
      determination by an actuary chosen by the Company, using sound actuarial
      assumptions as of the time of such determination.

2.3.  AFFILIATE. "Affiliate" means any member of a controlled group of
      corporations, or a group of trades or businesses or other organizations
      under common control, with the Company as defined under Section 414 of the
      Code.

2.4.  BENEFICIARY. "Beneficiary" means the person, persons or entity as
      designated by the Participant, entitled under Article VI to receive any
      Plan benefits payable after the Participant's death.

2.5.  BOARD. "Board" means the Board of Directors of the Company.

2.6.  CHANGE IN CONTROL. A "Change in Control" shall occur if:

      a)    Any "person" or "group" (within the meaning of Sections 13(d) and
            14(d)(2) of the




            Securities Exchange Act of 1934, as amended) becomes the "beneficial
            owner" (as defined in Rule 13-d under such Act) of more than fifty
            (50%) of the then outstanding voting stock of the Company or of the
            parent company of the Company, other than through a transaction
            arranged by, or consummated with the prior approval of, the Board or
            the board of directors of the parent company of the Company,
            respectively; or

      b)    During any period of two (2) consecutive years, individuals who at
            the beginning of such period constitute the Board or the board of
            directors of the parent company of the Company (the "Incumbent
            Directors"), and any new director whose election or whose nomination
            for election by the shareholders of the Company or the shareholders
            of the parent company of the Company, as the case may be, was
            approved by a vote of at least two-thirds (2/3) of the Incumbent
            Directors of such board at the beginning of such period or whose
            election or nomination for election was previously so approved,
            cease for any reason to constitute a majority thereof; or

      c)    The shareholders of the parent company of the Company and/or
            shareholders of the Company approve a merger or consolidation of
            Company and/or the parent company of the Company, respectively, with
            any other corporation, other than a merger or consolidation which
            would result in the voting securities of a Company or the parent
            company of the Company (as applicable) outstanding immediately prior
            thereto continuing to represent (either by remaining outstanding or
            by being converted into voting securities of the surviving entity)
            more than eighty percent (80%) of the combined voting power of the
            voting securities of Company or the parent company of the Company
            (as applicable) or such surviving entity outstanding immediately
            after such merger or consolidation; or

      d)    The shareholders of Company and/or the parent company of the Company
            approve a plan of complete liquidation of Company and/or the parent
            company of the Company, or an agreement for the sale or disposition
            by Company and/or its parent company, as applicable, of all or
            substantially all of the assets of the Company or its parent
            company, as applicable.

2.7.  COMMITTEE. "Committee" means the Committee appointed by the Board to
      administer the Plan pursuant to Article VII. The initial Committee so
      designated shall consist of the President of the Company, the Vice
      President of Finance of the Company, and the Senior Director of Human
      Resources of the Company. In addition, the President may name additional
      individuals to the Committee.

2.8.  COMPANY. "Company" means ASPEN INSURANCE US SERVICES, INC., a Delaware
      corporation, and any successor to the business thereof.

2.9.  COMPANY CONTRIBUTION. "Company Contribution" means the Company
      contribution credited annually to a Participant's Account as described in
      Sections 4.1 and 4.3, below.

2.10. DETERMINATION DATE. "Determination Date" means the last business day of
      each calendar month.


2.11. DISCRETIONARY CONTRIBUTION. "Discretionary Contribution" means the Company
      contribution credited to a Participant's Account under Sections 4.1 and
      4.3, below.

2.12. DISTRIBUTION ELECTION. "Distribution Election" means the form prescribed
      by the Committee and completed by the Participant, indicating the timing
      for the commencement of benefit payments under this Plan in the event of
      termination of employment, as elected by the Participant.

2.13. FINANCIAL HARDSHIP. "Financial Hardship" means a severe financial hardship
      of the Participant resulting from a sudden and unexpected illness or
      accident of the Participant or of a dependent of the Participant, loss of
      the Participant's property due to casualty, or other similar extraordinary
      and unforeseeable circumstance arising as a result of events beyond the
      control of the Participant. Financial Hardship shall be determined based
      upon such standards as are, from time to time, established by the
      Committee, and such determination shall be in the sole discretion of the
      Committee.

2.14. INTEREST. "Interest" means the amount credited to a Participant's Account
      on each Determination Date. The rate of Interest so credited to the
      Participant's Account shall be equal to an annual yield of six percent
      (6%) compounded monthly. The Committee shall be permitted to alter the
      rate of Interest credited in subsequent calendar years provided that the
      Participant is given at least ninety (90) days notice prior to the time
      the change in rate of Interest shall become effective, except that the
      Committee shall not alter or change the rate of Interest applicable to a
      Participant after that Participant's termination of employment.

2.15. NORMAL RETIREMENT AGE. "Normal Retirement Age" means age sixty (60).

2.16. PARTICIPANT. "Participant" means any employee who is eligible, pursuant to
      Section 3.1, below, to participate in this Plan, and who has elected to do
      so in accordance with Article III, below. Such employee shall remain a
      Participant in this Plan until such time as all benefits payable under
      this Plan have been paid in accordance with the provisions hereof.

2.17. PLAN. "Plan" means this Supplemental Executive Retirement Plan as may be
      amended from time to time.




                   ARTICLE III - ELIGIBILITY AND PARTICIPATION

3.1.  ELIGIBILITY AND PARTICIPATION.

      a)    ELIGIBILITY. Eligibility to participate in the Plan shall be limited
            to those select group of management and/or highly compensated
            employees of Company who are designated and approved by the
            Committee, from time to time.

      b)    PARTICIPATION. An employee's participation in the Plan shall be
            effective upon notification to



            the employee by the Committee of eligibility to participate, and
            completion and submission of a Participation Agreement and a
            Distribution Election to the Committee no later than thirty (30)
            days after receiving notification of participation.

3.2.  DISTRIBUTION ELECTION. A Participant shall specify the form of benefits as
      permitted by Section 5.5 below.

3.3.  CHANGE IN EMPLOYMENT STATUS. If the Committee determines that a
      Participant's employment performance is no longer at a level that warrants
      reward through participation in this Plan, but does not terminate the
      Participant's employment with Company, the Participant's benefits under
      this Plan shall be limited to the Account Balance as of the date so
      specified by the Committee, and no new Company Contributions or
      Discretionary Contributions shall be made on behalf of such Participant
      after notice of such determination is given by the Committee, unless the
      Participant later satisfies the requirements of ss.3.1, above. If the
      Committee, in its sole discretion, determines that the Participant no
      longer qualifies as a member of a select group of management or highly
      compensated employees, as determined in accordance with the Employee
      Retirement Income Security Act of 1974, as amended, the Committee may, in
      its sole discretion terminate participation in the Plan and distribute the
      Participant's Account Balance in accordance with Article V of this Plan as
      if the Participant had terminated employment with the Company as of that
      time.






                          ARTICLE IV - BENEFIT ACCOUNT

4.1.  ACCOUNTS. Subject to satisfactory performance of the Company and the
      Participant, as determined by the Committee in its sole discretion,
      Company Contributions shall be credited to the Participant's Account as of
      January 1 of each year, provided that the Participant is employed by the
      Company on such date. The amount of the Participant's annual Company
      Contribution shall be set forth in his or her Participation Agreement.
      Notwithstanding the foregoing, in no event shall Company Contributions be
      made following the Participant's attainment of Normal Retirement Age.
      Discretionary Contributions and Interest thereon shall be credited to the
      Participant's Account at such times and in such amounts as recommended by
      the Committee. The Accounts and the Contributions to them shall be used
      solely to calculate the amount payable to each Participant under this Plan
      and shall not constitute a separate fund of assets.

4.2.  WITHHOLDING. Any withholding of taxes or other amounts with respect to
      such Company Contributions or Discretionary Contributions that are
      required by local, state or federal law shall be withheld from
      compensation otherwise payable to the Participant to the maximum extent
      possible, and any remaining amount shall reduce the amount credited to the
      Participant's Account in a manner specified by the Committee.


4.3.  DETERMINATION OF ACCOUNTS. Each Participant's Account as of each
      Determination Date shall consist of the balance of the Account as of the
      immediately preceding Determination Date, adjusted as follows:

      a)    CONTRIBUTIONS. Each Account shall be increased by any Company
            Contributions and Discretionary Contributions credited since such
            prior Determination Date as set forth above and as directed by the
            Committee.

      b)    DISTRIBUTIONS. Each Account shall be reduced by the amount of each
            benefit payment made from that Account since the prior Determination
            Date.

      c)    INTEREST. Each Account shall be increased by the Interest credited
            to such Account since such Determination Date.

4.4.  VESTING OF ACCOUNTS. Each Participant shall be one hundred percent (100%)
      vested in the Company Contributions and Interest thereon at all times;
      each Participant shall be vested in the Discretionary Contributions and
      Interest thereon as provided by the Committee in their discretion.
      Notwithstanding the forgoing, a Participant shall be one hundred percent
      (100%) vested in the entire Account and Interest thereon in the event of
      Normal Retirement, or death prior to the commencement of payments under
      this Plan.

4.5.  STATEMENT OF ACCOUNTS. The Committee shall give to each Participant a
      statement showing the balances in the Participant's Account on an annual
      basis.




                            ARTICLE V - PLAN BENEFITS

5.1.  NORMAL RETIREMENT. Upon termination of employment with the Company and all
      of its Affiliates at or after Normal Retirement Age, the Participant's
      Account shall be distributed to the Participant in the manner chosen by
      the Participant and set forth in his or her Distribution Election, and
      payments shall commence as soon as is administratively practical after
      termination of employment; provided, however, that if no election is made
      by the Participant with respect to the form of payment, payment of
      benefits under this section shall be made in twenty-three (23) annual
      installments.

5.2.  TERMINATION PRIOR TO RETIREMENT. Upon termination of employment with the
      Company and all of its Affiliates prior to Normal Retirement Age, the
      vested portion of the Participant's Account shall be distributed to the
      Participant in the manner chosen by the Participant and set forth in his
      or her Distribution Election, and payments shall commence as soon as is
      administratively practical after termination of employment; provided,
      however, that if no election is made by the Participant with respect to
      the form of payment, payment of benefits under this section shall be made
      in ten (10) annual installments.


5.3.  DEATH BENEFIT. Upon the death of a Participant prior to the termination of
      employment with the Company and commencement of benefits under this Plan,
      Company shall pay to the Participant's Beneficiary an amount equal to the
      Participant's Account balance in the form of a lump sum payment, except
      that the Committee may grant, in its sole discretion, a request made by
      the Participant's Beneficiary(ies) for payment to be made in an Actuarial
      Equivalent form. In the event of the death of the Participant after the
      commencement of benefits under this Plan from any Account, the benefits
      from that Account shall be paid to the Participant's designated
      Beneficiary from that Account at the same time and in the same manner as
      if the Participant had survived, except that the Committee may, in its
      sole discretion, approve a request for payment in an Actuarial Equivalent
      form.

5.4.  HARDSHIP DISTRIBUTIONS. Upon a finding that a Participant has suffered a
      Financial Hardship, the Committee may permit, in its sole discretion, a
      distributions from the Participant's Account. The amount of such
      distribution shall be limited to the amount reasonably necessary to meet
      the Participant's needs resulting from the Financial Hardship, and will
      not exceed the Participant's vested Account balance.

5.5.  FORM OF PAYMENT. Except as otherwise provided in Sections 5.1, 5.2, or
      5.3, benefits payable from any Account under this Plan shall be paid in
      the form of benefit specified by the Participant in his or her
      Distribution Election. The most recently submitted Distribution Election
      shall be effective for the entire vested Account balance unless amended in
      writing by the Participant and delivered to the Committee. If, at the time
      payment of benefits under this Plan becomes due and payable, the
      Participant's most recent election as to the form of payment was made
      within one (1) year of such payment, then the most recent election made by
      the Participant more that one year prior to the time of payment shall be
      used to determine the form of payment. The permitted forms of benefit
      payments that may be specified in the Participant's Distribution Election
      are:

      a)    A lump sum amount which is equal to the vested Account balance;

      b)    Annual installments for a period of up to twenty-three (23) years
            (or in the event of a termination prior to Normal Retirement Age, a
            maximum of ten (10) years) where the amount of the annual payment
            shall be equal to the balance of the Account immediately prior to
            the payment, multiplied by a fraction, the numerator of which is one
            (1) and the denominator of which commences at the number of annual
            payments initially chosen and is reduced by one (1) in each
            succeeding year. Interest on the unpaid balance shall be based on
            the most recent allocation among the available Valuation Funds
            chosen by the Participant, made in accordance with Section 4.3,
            above; or,

      c)    Any Actuarial Equivalent form of payment which is requested by the
            Participant and approved by the Committee in its sole discretion.

5.6.  WITHHOLDING; PAYROLL TAXES. Company shall withhold from any payment made
      pursuant to this Plan any taxes required to be withheld from such payments
      under local, state or federal law. A Beneficiary, however, may elect not
      to have withholding of federal income tax pursuant to Section 3405(a)(2)
      of the Code, or any successor provision thereto.

5.7.  PAYMENT TO GUARDIAN. If a Plan benefit is payable to a minor or a person
      declared incompetent or



      to a person incapable of handling the disposition of the property, the
      Committee may direct payment to the guardian, legal representative or
      person having the care and custody of such minor, incompetent or person.
      The Committee may require proof of incompetency, minority, incapacity or
      guardianship as it may deem appropriate prior to distribution. Such
      distribution shall completely discharge the Committee and Company from all
      liability with respect to such benefit.

5.8.  EFFECT OF PAYMENT. The full payment of the applicable benefit under this
      Article V shall completely discharge all obligations on the part of the
      Company to the Participant (and the Participant's Beneficiary) with
      respect to the operation of this Plan, and the Participant's (and
      Participant's Beneficiary's) rights under this Plan shall terminate.




                      ARTICLE VI - BENEFICIARY DESIGNATION


6.1.  BENEFICIARY DESIGNATION. Each Participant shall have the right, at any
      time, to designate one (1) or more persons or entity as Beneficiary (both
      primary as well as secondary) to whom benefits under this Plan shall be
      paid in the event of Participant's death prior to complete distribution of
      the Participant's vested Account balance. Each Beneficiary designation
      shall be in a written form prescribed by the Committee and shall be
      effective only when filed with the Committee during the Participant's
      lifetime.

6.2.  CHANGING BENEFICIARY. Any Beneficiary designation may be changed by an
      unmarried Participant without the consent of the previously named
      Beneficiary by the filing of a new Beneficiary designation with the
      Committee.

6.3.  NO BENEFICIARY DESIGNATION. If any Participant fails to designate a
      Beneficiary in the manner provided above, if the designation is void, or
      if the Beneficiary designated by a deceased Participant dies before the
      Participant or before complete distribution of the Participant's benefits,
      the Participant's Beneficiary shall be the person in the first of the
      following classes in which there is a survivor:

      a)    The Participant's surviving spouse;

      b)    The Participant's children in equal shares, except that if any of
            the children predeceases the Participant but leaves surviving issue,
            then such issue shall take by right of representation the share the
            deceased child would have taken if living;

      c)    The Participant's estate.

6.4.  EFFECT OF PAYMENT. Payment to the Beneficiary shall completely discharge
      the Company's obligations under this Plan.







                          ARTICLE VII - ADMINISTRATION

7.1.  COMMITTEE; DUTIES. This Plan shall be administered by the Committee, which
      shall consist of not less than three (3) persons named as the initial
      Committee in this Plan or as subsequently appointed by the President,
      except in the event of a Change in Control as provided in Section 7.5
      below. The Committee shall have the authority to make, amend, interpret
      and enforce all appropriate rules and regulations for the administration
      of the Plan and decide or resolve any and all questions, including
      interpretations of the Plan, as they may arise in such administration. A
      majority vote of the Committee members shall control any decision. Members
      of the Committee may be Participants under this Plan, except that
      notwithstanding anything to the contrary, a member of the Committee shall
      not vote on any issue which directly affects the determination, payment or
      valuation of a benefit due to that Committee member under this Plan.

7.2.  AGENTS. The Committee may, from time to time, employ agents and delegate
      to them such administrative duties as it sees fit, and may from time to
      time consult with counsel who may be counsel to the Company.

7.3.  BINDING EFFECT OF DECISIONS. The decision or action of the Committee with
      respect to any question arising out of or in connection with the
      administration, interpretation and application of the Plan and the rules
      and regulations promulgated hereunder shall be final, conclusive and
      binding upon all persons having any interest in the Plan.

7.4.  INDEMNITY OF COMMITTEE. The Company shall indemnify and hold harmless the
      members of the Committee against any and all claims, loss, damage, expense
      or liability arising from any action or failure to act with respect to
      this Plan on account of such member's service on the Committee, except in
      the case of gross negligence or willful misconduct.

7.5.  ELECTION OF COMMITTEE AFTER CHANGE IN CONTROL. After a Change in Control,
      vacancies on the Committee shall be filled by majority vote of the
      remaining Committee members and Committee members may be removed only by
      such a vote. If no Committee members remain, a new Committee shall be
      elected by majority vote of the Participants in the Plan immediately
      preceding such Change in control. No amendment shall be made to Article
      VII or other Plan provisions regarding Committee authority with respect to
      the Plan without prior approval by the Committee.




                         ARTICLE VIII - CLAIMS PROCEDURE

8.1.  CLAIM. Any person or entity claiming a benefit, requesting an
      interpretation or ruling under the Plan (hereinafter referred to as
      "Claimant"), or requesting information under the Plan shall




      present the request in writing to the Committee, which shall respond in
      writing as soon as practical.

8.2.  DENIAL OF CLAIM. If the claim or request is denied, the written notice of
      denial shall state:

      a)    The reasons for denial, with specific reference to the Plan
            provisions on which the denial is based;

      b)    A description of any additional material or information required and
            an explanation of why it is necessary; and

      c)    An explanation of the Plan's claim review procedure.

8.3.  REVIEW OF CLAIM. Any Claimant whose claim or request is denied or who has
      not received a response within sixty (60) days may request a review by
      notice given in writing to the Committee. Such request must be made within
      sixty (60) days after receipt by the Claimant of the written notice of
      denial, or in the event Claimant has not received a response sixty (60)
      days after receipt by the Committee of Claimant's claim or request. The
      claim or request shall be reviewed by the Committee which may, but shall
      not be required to, grant the Claimant a hearing. On review, the claimant
      may have representation, examine pertinent documents, and submit issues
      and comments in writing.

8.4.  FINAL DECISION. The decision on review shall normally be made within sixty
      (60) days after the Committee's receipt of claimant's claim or request. If
      an extension of time is required for a hearing or other special
      circumstances, the Claimant shall be notified and the time limit shall be
      one hundred twenty (120) days. The decision shall be in writing and shall
      state the reasons and the relevant Plan provisions. All decisions on
      review shall be final and bind all parties concerned.




                 ARTICLE IX - AMENDMENT AND TERMINATION OF PLAN

9.1.  AMENDMENT. The Committee may at any time amend the Plan by written
      instrument executed by all Committee members, notice of which shall be
      given to all Participants and to any Beneficiary receiving installment
      payments, subject to the following:

      a)    PRESERVATION OF ACCOUNT BALANCE. No amendment shall reduce the
            amount accrued in any Account as of the date such notice of the
            amendment is given.

      b)    CHANGES IN INTEREST RATE. No amendment shall reduce, either
            prospectively or retroactively, the rate of Interest to be credited
            to the amount already accrued in any of the Participant's Account
            and any amounts credited to the Account.

      c)    CHANGE IN CONTROL. Notwithstanding the foregoing, the Plan may not
            be amended in any material respect, including the definition of
            Interest, during the two (2) year period following a Change in
            Control.




9.2.  COMPANY'S RIGHT TO TERMINATE. The Committee may at any time partially or
      completely terminate the Plan if, in its judgment, the tax, accounting or
      other effects of the continuance of the Plan, or potential payments
      thereunder would not be in the best interests of Company.

      a)    PARTIAL TERMINATION. The Committee may partially terminate the Plan
            by instructing the Committee not to accept any additional Company or
            Discretionary Contributions. If such a partial termination occurs,
            the Plan shall continue to operate and be effective with regard to
            Discretionary Contributions made prior to the effective date of such
            partial termination.

      b)    COMPLETE TERMINATION. The Committee may completely terminate the
            Plan by written instrument executed by all Committee members and
            approved by the Board instructing the Committee not to accept any
            additional Company or Discretionary Contributions. In the event of
            complete termination, the Plan shall cease to operate and Company
            shall distribute the Account to the appropriate Participant. Payment
            shall be made as a lump sum as soon as is practical but no later
            than ninety (90) days following termination of the Plan.





                            ARTICLE X - MISCELLANEOUS

10.1. UNFUNDED PLAN. This plan is an unfunded plan maintained primarily to
      provide deferred compensation benefits for a select group of "management
      or highly-compensated employees" within the meaning of Sections 201, 301,
      and 401 of the Employee Retirement Income Security Act of 1974, as amended
      ("ERISA"), and therefore is exempt from the provisions of Parts 2, 3 and 4
      of Title I of ERISA. Accordingly, the Committee may terminate the Plan and
      make no further benefit payments or remove certain employees as
      Participants if it is determined by the United States Department of Labor,
      a court of competent jurisdiction, or an opinion of counsel that the Plan
      constitutes an employee pension benefit plan within the meaning of Section
      3 (2) of ERISA (as currently in effect or hereafter amended) which is not
      so exempt.

10.2. COMPANY OBLIGATION. The obligation to make benefit payments to any
      Participant under the Plan shall be an obligation solely of the Company
      with respect to the benefits receivable from, and contributions by, that
      Company and shall not be an obligation of another company.

10.3. UNSECURED GENERAL CREDITOR. Notwithstanding any other provision of this
      Plan, Participants and Participants' Beneficiary shall be unsecured
      general creditors, with no secured or preferential rights to any assets of
      Company or any other party for payment of benefits under this Plan. Any
      property held by Company for the purpose of generating the cash flow for
      benefit payments shall remain its general, unpledged and unrestricted
      assets. Company's obligation under the Plan shall be an unfunded and
      unsecured promise to pay money in the future.

10.4. TRUST FUND. Company shall be responsible for the payment of all benefits
      provided under the Plan. At its discretion, Company may establish one (1)
      or more trusts, with such trustees as the Committee may approve, for the
      purpose of assisting in the payment of such benefits. Although such a
      trust may be irrevocable, its assets shall be held for payment of all
      Company's general



       creditors in the event of insolvency. To the extent any benefits provided
       under the Plan are paid from any such trust, Company shall have no
       further obligation to pay them. If not paid from the trust, such benefits
       shall remain the obligation of Company.

10.5.  NONASSIGNABILITY. Neither a Participant nor any other person shall have
       any right to commute, sell, assign, transfer, pledge, anticipate,
       mortgage or otherwise encumber, transfer, hypothecate or convey in
       advance of actual receipt the amounts, if any, payable hereunder, or any
       part thereof, which are, and all rights to which are, expressly declared
       to be unassignable and non-transferable. No part of the amounts payable
       shall, prior to actual payment, be subject to seizure or sequestration
       for the payment of any debts, judgments, alimony or separate maintenance
       owed by a Participant or any other person, nor be transferable by
       operation of law in the event of a Participant's or any other person's
       bankruptcy or insolvency.

10.6.  NOT A CONTRACT OF EMPLOYMENT. This Plan shall not constitute a contract
       of employment between Company and the Participant. Nothing in this Plan
       shall give a Participant the right to be retained in the service of
       Company or to interfere with the right of the Company to discipline or
       discharge a Participant at any time.

10.7.  PROTECTIVE PROVISIONS. A Participant will cooperate with Company by
       furnishing any and all information requested by Company, in order to
       facilitate the payment of benefits hereunder, and by taking such physical
       examinations as Company may deem necessary and taking such other action
       as may be requested by Company.

10.8.  GOVERNING LAW. The provisions of this Plan shall be construed and
       interpreted according to the laws of the State of Massachusetts except as
       preempted by federal law.

10.9.  VALIDITY. If any provision of this Plan shall be held illegal or invalid
       for any reason, said illegality or invalidity shall not affect the
       remaining parts hereof, but this Plan shall be construed and enforced as
       if such illegal and invalid provision had never been inserted herein.

10.10. NOTICE. Any notice required or permitted under the Plan shall be
       sufficient if in writing and hand delivered or sent by registered or
       certified mail. Such notice shall be deemed given as of the date of
       delivery or, if delivery is made by mail, as of the date shown on the
       postmark on the receipt for registration or certification. Mailed notice
       to the Committee shall be directed to the company's address. Mailed
       notice to a Participant or Beneficiary shall be directed to the
       individual's last known address in company's records.

10.11. SUCCESSORS. The provisions of this Plan shall bind and inure to the
       benefit of Company and its successors and assigns. The term successors as
       used herein shall include any corporate or other business entity which
       shall, whether by merger, consolidation, purchase or otherwise acquire
       all or substantially all of the business and assets of Company, and
       successors of any such corporation or other business entity.









                                    ASPEN INSURANCE US SERVICES, INC.

                                    BY:

                                    BY: Christian J. Maciejewski
                                        -------------------------------------

                                    BY: /s/  Christian J. Maciejewski
                                        -------------------------------------

                                    DATED: August 25, 2004
                                           ----------------------------------












                       ASPEN INSURANCE US SERVICES, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                             PARTICIPATION AGREEMENT



Participant: Peter P. Coghlan                    SSN:
             ----------------------------------  -------------------------------

- --------------------------------------------------------------------------------
ACKNOWLEDGMENT

I, the undersigned Participant, hereby acknowledge receiving notification of my
eligibility to participate in the Aspen Insurance US Services, Inc. Supplemental
Executive Retirement Plan, effective January 1, 2004. I acknowledge that I have
received a copy of the Plan document and Plan summary materials, which include a
description of the Plan provisions.

By signing this Participation Agreement, I agree to be bound by the terms of the
Supplemental Executive Retirement Plan as set forth in the Plan document. If
there is a conflict between the Plan document and any other communication,
written or oral, including the Plan summary, then the terms of the Plan document
will control.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
COMPANY CONTRIBUTION

The Plan provides for annual contributions to be made to the Participant's
Account as determined by the Committee in its sole discretion. The amount of the
Company Contribution as defined by the Plan shall be $ 119,500.

The Company Contribution and the Participant's Account shall be used solely to
calculate the amount payable under the Plan and shall not constitute a separate
fund of assets. Nothing in the Plan or in this Participation Agreement shall
imply that the Participant has any secured or preferential rights to any assets
of Aspen Insurance US Services, Inc. (the "Company") or any other party for
payment of benefits under this Plan. The obligation under the Plan shall be an
unfunded and unsecured promise to pay money in the future.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
DISTRIBUTION ELECTION

Retirement: In the event of my termination of employment with the Company at or
after Normal Retirement Age (as defined in the Plan document), the benefit shall
be paid at the time and manner elected below:

[       ]  as soon as administratively practical after termination of employment
           in the form of a lump sum.

[   X   ]  annual installments
enter #    (up to 23 years)
of years

Termination: In the event of my termination of employment with the Company prior
to Normal Retirement Age (as defined in the Plan document), the benefit shall be
paid at the time and in the manner elected below:

[       ]  as soon as administratively practical after termination of employment
           in the form of a lump sum.

[   X   ]  annual installments
enter #    (up to 10 years)
of years
- --------------------------------------------------------------------------------



I hereby designate the following as beneficiary(ies) to receive the death
benefits payable under the Aspen Insurance US Services, Inc. Supplemental
Executive Retirement Plan as a result of my death:

- --------------------------------------------------------------------------------
BENEFICIARY DESIGNATION
PRIMARY BENEFICIARY(IES):


  ----------------------------  -----------------  ---------------  ------------
  Name                          Date of Birth      Relationship     % Share


  ------------------------------------------------------------------------------
  Address


  ----------------------------  -----------------  ---------------  ------------
  Name                          Date of Birth      Relationship     % Share


  ------------------------------------------------------------------------------
  Address


CONTINGENT BENEFICIARY(IES):


  ----------------------------  -----------------  ---------------  ------------
  Name                          Date of Birth      Relationship     % Share


  ------------------------------------------------------------------------------
  Address


  ----------------------------  -----------------  ---------------  ------------
  Name                          Date of Birth      Relationship     % Share


  ------------------------------------------------------------------------------
  Address

  ----------------------------  -----------------  ---------------  ------------
  Unless otherwise indicated above, payment to two or more beneficiaries shall
be paid in equal shares. The share of any beneficiary who dies before the
Participant shall be divided among the surviving beneficiaries in proportion to
their interests. If no beneficiary survives the Participant, payment shall be
made to the estate of the Participant.
- --------------------------------------------------------------------------------


In witness hereof, the Participant and the Company have executed this
Participation Agreement in duplicate as of the date noted below.


/s/ Peter Coghlan                                             8/25/2004
- -------------------------------------------           --------------------------

Signature of Participant                              Date


/s/ Chris Maciejewski                                         8/25/2004
- -------------------------------------------           --------------------------

Company                                     Date