F-3

As filed with the Securities and Exchange Commission on February 4, 2005

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ASPEN INSURANCE HOLDINGS LIMITED

(Exact name of Company as specified in its charter)

Bermuda				6331				Not Applicable
(State or other jurisdiction of incorporation or organization)				(Primary Standard Industrial Classification Code Number)				(I.R.S. Employer Identification No.)

Victoria Hall
11 Victoria Street
Hamilton HM 11
Bermuda
Telephone: (441) 295-8201
Facsimile: (441) 295-1829

(Address, including zip code, and telephone number,
including area code, of Company's principal executive offices)

CT Corporation System
111 Eighth Avenue
New York, New York 10011
Telephone: (212) 590-9200

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

Michael Groll, Esq. LeBoeuf, Lamb, Greene & MacRae, L.L.P. 125 West 55th Street New York, NY 10019-5389 Telephone: (212) 424-8000 Facsimile: (212) 424-8500				Joseph D. Ferraro, Esq. LeBoeuf, Lamb, Greene & MacRae, L.L.P. No. 1 Minster Court Mincing Lane London, EC3R 7YL Telephone: 011-44-207-459-5000 Facsimile: 011-44-207-459-5099

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered (1)				Amount to be registered				Proposed maximum offering price per unit				Proposed maximum aggregate offering price				Amount of registration fee
Primary Offering (2) (3):												$	500,000,000			$	58,850
Ordinary Shares (4)
Preference Shares (5)
Depositary Shares (6)
Debt Securities (7)
Warrants to Purchase Ordinary shares
Warrants to Purchase Preference Shares
Warrants to Purchase Debt Securities
Purchase Contracts
Purchase Units
Secondary Offering (8):												$	1,363,109,486			$	160,438
Ordinary Shares (9)
Total												$	1,863,109,486			$	219,288

(1)	These offered securities may be sold separately, together or as units with other offered securities.

(2)

Such indeterminate number or amount of ordinary shares, preference shares, depositary shares, debt securities, warrants, purchase contracts and purchase units of the Company as may from time to time be issued at indeterminate prices, in U.S. Dollars or the equivalent thereof denominated in foreign currencies or units of two or more foreign currencies or composite currencies (such as Euros). In no event will the aggregate maximum offering price of all securities issued by the Company pursuant to this Registration Statement exceed $500,000,000, or if any debt securities are issued with original issue discount, such principal amount as shall result in an initial offering price of $500,000,000.

(3)

Estimated solely for purposes of calculating the registration fee. Pursuant to Rule 457(o) under the Securities Act of 1933, as amended, which permits the registration fee to be calculated on the basis of the maximum offering price of all the securities listed, the table does not specify by each class information as to the amount to be registered, proposed maximum offering price per unit or proposed maximum aggregate offering price. Unless otherwise indicated in an amendment to this filing, no separate consideration will be received for ordinary shares, preference shares or debt securities that are issued by the Company upon conversion or exchange of debt securities, preference shares or depositary shares registered hereunder.

(4)	Also includes such presently indeterminate number of ordinary shares as may be issued by the Company (a) upon conversion of or exchange for any debt securities or preference shares that provide for conversion or exchange into ordinary shares, (b) upon exercise of warrants to purchase ordinary shares or (c) pursuant to purchase contracts.

(5)	Also includes such presently indeterminate number of preference shares as may be issued by the Company (a) upon conversion of or exchange for any debt securities that provide for conversion or exchange into preference shares, (b) upon exercise of warrants to purchase preference shares or (c) pursuant to purchase contracts.

(6)	To be represented by depositary receipts representing an interest in all or a specified portion of an ordinary share or preference share.

(7)	Debt securities of the Company, which may be senior or subordinated.

(8)	Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, as amended, on the basis of the average of the high and low sales price of the Company's ordinary shares on February 3, 2005.

(9)	Up to 52,998,036 ordinary shares of the Company may be sold by selling shareholders from time to time pursuant to this registration statement.

The Registrant hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 4, 2005

PROSPECTUS

$1,863,109,486

ASPEN INSURANCE HOLDINGS LIMITED

$500,000,000 in Ordinary Shares; Preference Shares; Depositary Shares Representing Ordinary Shares or Preference Shares; Senior or Subordinated Debt Securities; Warrants to
Purchase Ordinary Shares, Preference Shares or Debt Securities; and
Purchase Contracts and Purchase Units

52,998,036 Ordinary Shares of Aspen Insurance Holdings Limited
Offered by the Selling Shareholders From Time to Time

We may from time to time offer and sell:

•	ordinary shares;

•	preference shares;

•	depositary shares representing ordinary shares or preference shares;

•	senior or subordinated debt securities;

•	warrants to purchase ordinary shares, preference shares or debt securities; and

•	purchase contracts and purchase units.

We will describe in a prospectus supplement, which must accompany this prospectus, the type and amount of a series of securities we are offering and selling, as well as the specific terms of these securities. You should read this prospectus and any accompanying supplement carefully before you invest in these securities.

We may offer securities in amounts, at prices and on terms to be determined at the time of offering. We may sell these securities directly to you, through agents we select, or through underwriters and dealers we select. If we use agents, underwriters or dealers to sell these securities, we will name them and describe their compensation in a prospectus supplement.

We will provide the specific terms and initial public offering prices of these securities in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest.

We may sell any combination of these securities in one or more offerings up to a total dollar amount of $500,000,000.

In addition, selling shareholders named in this prospectus may sell up to 52,998,036 of our ordinary shares from time to time. We will not receive any of the proceeds from the sale of our ordinary shares by selling shareholders.

Our ordinary shares are traded on the New York Stock Exchange under the symbol "AHL." Other than for our ordinary shares, there is no market for the other securities we may offer.

Investing in these securities involves certain risks. See "Risk Factors" section starting on page 1 of this prospectus.

None of the Securities and Exchange Commission, any state securities commission, the Bermuda Monetary Authority (the "BMA") or the Bermuda Registrar of Companies has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Securities may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act 2003 of Bermuda which regulates the sale of securities in Bermuda. In addition, the BMA must approve all issuances and transfers of securities of a Bermuda exempted company. The consent of the BMA will be required prior to the issuance and/or transfer of the securities being offered pursuant to this prospectus. The BMA and the Bermuda Registrar of Companies accept no responsibility for the financial soundness of any proposal or for the correctness of any of the statements made or opinions expressed in this prospectus.

This prospectus may not be used to consummate sales of offered securities unless accompanied by a prospectus supplement.

The date of this prospectus is                     , 2005

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS					ii
RISK FACTORS					1
FORWARD-LOOKING STATEMENTS					1
OUR COMPANY					3
GENERAL DESCRIPTION OF THE OFFERED SECURITIES					4
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERENCE SHARE DIVIDENDS					5
CAPITALIZATION AND INDEBTEDNESS					6
USE OF PROCEEDS					7
DESCRIPTION OF SHARE CAPITAL					8
DESCRIPTION OF THE DEPOSITARY SHARES					27
DESCRIPTION OF THE DEBT SECURITIES					30
CERTAIN PROVISIONS APPLICABLE TO THE SENIOR DEBT SECURITIES					43
CERTAIN PROVISIONS APPLICABLE TO THE SUBORDINATED DEBT SECURITIES					45
DESCRIPTION OF THE WARRANTS TO PURCHASE ORDINARY SHARES OR PREFERENCE SHARES					47
DESCRIPTION OF THE WARRANTS TO PURCHASE DEBT SECURITIES					49
DESCRIPTION OF THE PURCHASE CONTRACTS AND THE PURCHASE UNITS					50
SELLING SHAREHOLDERS					51
MATERIAL TAX CONSIDERATIONS					60
PLAN OF DISTRIBUTION					73
CURRENCY OF PRESENTATION					76
EXCHANGE RATE INFORMATION					76
WHERE YOU CAN FIND MORE INFORMATION					77
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE					78
LEGAL MATTERS					79
EXPERTS					79
ENFORCEMENT OF CIVIL LIABILITIES UNDER UNITED STATES FEDERAL SECURITIES LAWS AND OTHER MATTERS					80

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. The prospectus may be used only for the purposes for which it has been published and no person has been authorized to give any information not contained herein. If you receive any other information, you should not rely on it. We are not, and the initial purchaser is not, making an offer of these securities in any state where the offer is not permitted.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the "SEC") using a "shelf" registration process, relating to the ordinary shares, preference shares, depositary shares, debt securities, warrants, purchase contracts and purchase units described in this prospectus. This means:

•	we may issue any combination of securities covered by this prospectus from time to time, up to a total initial offering price of $500,000,000 and in the case of a secondary offering of our ordinary shares, the selling shareholders may sell up to 52,998,036 of our ordinary shares covered by this prospectus from time to time;

•	we or any selling shareholder, as the case may be, will provide a prospectus supplement each time these securities are offered pursuant to this prospectus; and

•	the prospectus supplement will provide specific information about the terms of that offering and also may add to, update or change information contained in this prospectus.

This prospectus provides you with a general description of the securities we or any selling shareholder may offer. This prospectus does not contain all of the information set forth in the registration statement as permitted by the rules and regulations of the SEC. For additional information regarding us and the offered securities, please refer to the registration statement. Each time we or any selling shareholder sell securities, we or any selling shareholder will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading "Where You Can Find More Information."

In this prospectus, references to the "Company," "we," "us" or "our" refer to Aspen Insurance Holdings Limited ("Aspen Holdings") or Aspen Holdings and its wholly-owned subsidiaries Aspen Insurance UK Limited ("Aspen Re"), Aspen (UK) Holdings Limited ("Aspen U.K. Holdings"), Aspen Insurance UK Services Limited ("Aspen U.K. Services"), Aspen Insurance Limited ("Aspen Bermuda"), Aspen U.S. Holdings, Inc. ("Aspen U.S. Holdings"), Aspen Specialty Insurance Company ("Aspen Specialty"), Aspen Specialty Insurance Management Inc. ("Aspen Management"), Aspen Re America, Inc. ("Aspen Re America"), Aspen Insurance U.S. Services Inc. ("Aspen U.S. Services") and any other direct or indirect subsidiary collectively, as the context requires. Aspen Re, Aspen Bermuda and Aspen Specialty are each referred to herein as an "Insurance Subsidiary," and collectively referred to as the "Insurance Subsidiaries."

Any statements in this prospectus concerning the provisions of any document are not complete. Such references are made to the copy of that document filed or incorporated or deemed to be incorporated by reference as an exhibit to the registration statement of which this prospectus is a part or otherwise filed with the SEC. Each statement concerning the provisions of any document is qualified in its entirety by reference to the document so filed.

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RISK FACTORS

Investing in our securities involves risk. Please see the "Risk Factors" described in our Annual Report on Form 10-K for our most recent fiscal year, which are incorporated by reference in this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. The risks and uncertainties we have described are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. Additional risk factors may be included in a prospectus supplement relating to a particular series or offering of securities.

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference into this prospectus may include, and we may from time to time make, other verbal or written, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that involve risks and uncertainties, including statements regarding our capital needs, business strategy, expectations and intentions. Statements that use the terms "believe," "do not believe," "anticipate," "expect," "plan," "estimate," "intend" and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events and because our business is subject to numerous risks, uncertainties and other factors, our actual results could differ materially from those anticipated in the forward-looking statements, and the differences could be significant. The risks, uncertainties and other factors set forth below and under "Risk Factors" and other cautionary statements made in this prospectus and any prospectus supplements should be read and understood as being applicable to all related forward-looking statements wherever they appear in this prospectus, any prospectus supplements and any documents incorporated by reference.

All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, those set forth under "Risk Factors" and the following:

•	our short operating history;

•	the impact of acts of terrorism and acts of war;

•	greater frequency or severity of claims and loss activity, including as a result of natural or man-made catastrophic events, than our underwriting, reserving or investment practices have anticipated;

•	the effectiveness of our loss limitation methods;

•	changes in the availability, cost or quality of reinsurance or retrocessional coverage;

•	loss of key personnel;

•	the inability to maintain financial strength or claims-paying ratings by one or more of our subsidiaries;

•	changes in general economic conditions, including inflation, foreign currency exchange rates, interest rates and other factors that could affect our investment portfolio;

•	increased competition on the basis of pricing, capacity, coverage terms or other factors;

•	the effects of terrorist-related insurance legislation and laws;

•	decreased demand for our insurance or reinsurance products and cyclical downturn of the industry;

•	changes in regulations or tax laws applicable to us, our subsidiaries, brokers or customers;

•	Aspen Holdings or Aspen Bermuda becomes subject to income taxes in the United States or the United Kingdom; and

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•	the effect on the insurance markets, business practices and relationships of current litigation, investigations and regulatory activity by the New York State Attorney General's office and other authorities concerning contingent commission arrangements with brokers and bid solicitation activities.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise or disclose any difference between our actual results and those reflected in such statements.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statements you read in this prospectus reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety by the points made above. You should specifically consider the factors identified in this prospectus which could cause actual results to differ before making an investment decision.

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OUR COMPANY

Overview

We are a Bermuda holding company that provides property and casualty reinsurance in the global market, property and liability insurance, and marine and aviation insurance principally in the United Kingdom and the United States through our wholly-owned subsidiaries located in London, Bermuda and the United States. For the nine months ended September 30, 2004, we wrote $1,370.0 million in gross premiums, of which $1,082.6 million related to reinsurance and $287.4 million related to insurance. As of September 30, 2004, approximately 50.8% of our reinsurance gross premiums written covered risks located in the United States and Canada, approximately 14.9% covered risks located in the United Kingdom and the balance covered worldwide risks and risks located in Western Europe, Japan and Australia. Our insurance business covers commercial risks predominantly located in the United Kingdom and the United States, with a small portion in Ireland and elsewhere.

We manage our operations around two business segments: reinsurance and insurance. For the nine months ended September 30, 2004, approximately 79.0% of our gross premiums written were from our reinsurance operations and approximately 21.0% of our gross premiums written were from our insurance operations. These two business segments and their respective lines of business may, at times, have different business cycles, allowing us to manage our business by emphasizing one segment over the other, or one line of business within a particular segment over another, depending on market conditions.

Our reinsurance segment consists of property reinsurance, casualty reinsurance and specialty reinsurance lines of business. We strive to differentiate ourselves by providing our customers with innovative and customized reinsurance solutions to complex risks by utilizing our intellectual capital and our underwriters' extensive experience in the marketplace.

We operate in three major jurisdictions: London, Bermuda and the United States. Our casualty reinsurance, and some property reinsurance operations, are centered in London, one of the major reinsurance markets in the world. The London Market attracts customers from all over the world seeking flexible and innovative solutions for a wide variety of property, casualty and specialty risks. The London Market is also known for its high concentration of brokers and insurers, and for its highly developed infrastructure.

Our operational base in London allows our management and underwriters to continue to access their long-standing broker and client relationships in this important market. We believe that our presence in the London Market also gives us the advantage of convenient access to extensive resources of underwriting and other professional services, such as actuarial analysis, claims adjustment and consulting services. Aspen Re also writes reinsurance through our U.S. reinsurance intermediary, Aspen Re America.

In addition to the London Market, we have expanded our property reinsurance operations to the Bermuda market through Aspen Bermuda. We believe that Aspen Bermuda will allow us to continue to diversify our business and to take advantage of the favorable regulatory and operating environment that Bermuda provides.

Our insurance segment consists of commercial property insurance and commercial liability insurance lines of business. We currently focus on U.K.-based commercial risks placed through our established contacts with the London and broader U.K. broker community, as well as U.S. surplus lines insurance.

Our insurance operations are conducted primarily in London and the United States. In the United Kingdom and Ireland we underwrite property and liability lines for small and medium-sized commercial customers. We believe that we are able to underwrite these risks successfully because of the specialized knowledge of our dedicated underwriting team and our underwriters' credibility and relationships in the London Market and throughout the U.K. regional markets.

For our U.S. surplus lines business, we write both property and casualty insurance business.

Our principal executive offices are located at Victoria Hall, 11 Victoria Street, Hamilton HM 11, Bermuda and our telephone number at that location is (441) 295-8201.

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GENERAL DESCRIPTION OF THE OFFERED SECURITIES

Our Offered Securities

We may from time to time offer under this prospectus, separately or together:

•	ordinary shares, which we would expect to list on the New York Stock Exchange;

•	preference shares, the terms and series of which would be described in the related prospectus supplement;

•	depositary shares, each representing a fraction of an ordinary share or a particular series of preference shares, which will be deposited under a deposit agreement among us, a depositary selected by us and the holders of the depositary receipts;

•	senior debt securities;

•	subordinated debt securities, which will be subordinated in right of payment to our senior indebtedness;

•	warrants to purchase ordinary shares and warrants to purchase preference shares, which will be evidenced by share warrant certificates and may be issued under a share warrant agreement independently or together with any other securities offered by any prospectus supplement and may be attached to or separate from such other offered securities;

•	warrants to purchase debt securities, which will be evidenced by debt warrant certificates and may be issued under a debt warrant agreement independently or together with any other securities offered by any prospectus supplement and may be attached to or separate from such other offered securities;

•	purchase contracts obligating holders to purchase from us a specified number of ordinary shares or preference shares at a future date or dates; and

•	purchase units, consisting of a purchase contract and, as security for the holder's obligation to purchase ordinary shares or preference shares under the purchase contract, any of (1) our debt securities, (2) debt obligations of third parties, including U.S. Treasury securities, or (3) our preference shares.

The aggregate initial offering price of these offered securities will not exceed $500,000,000.

Offered Securities by the Selling Shareholders

The selling shareholders may also offer from time to time under this prospectus up to 52,998,036 of our ordinary shares.

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RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERENCE SHARE DIVIDENDS

The following table sets forth our ratio of earnings to fixed charges for the years ended December 31, 2003 and 2002 and the nine months ended September 30, 2004:

				As at September 30,				As at December 31,
				2004				2003				2002 (1)
				($ in millions, except ratios)
Ratio of earnings to fixed charges (3)(4)					52.75x				519.75x				—	(2)

(1)	We were incorporated on May 23, 2002.

(2)	Not meaningful because Aspen Holdings had no debt financings outstanding as of such date.

(3)	For purposes of computing these ratios, earnings consist of net income before tax, excluding interest expense, net realized investment gains (losses) and net foreign exchange gains (losses). Fixed charges consist of interest expense, amortization of capitalized debt expenses, and an imputed interest component for rental expense.

(4)	We have no dividend bearing preference shares during the periods covered by the table listed above.

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CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our consolidated capitalization as of September 30, 2004 on an actual basis. The financial information presented below is unaudited. This table should be read in conjunction with the consolidated financial statements and related notes.

				As of September 30, 2004 (1)
				($ in millions)
Debt Outstanding:
Long-Term Debt (senior unsecured notes)				$	249.3
Shareholders' Equity:
Ordinary Shares (par value 0.15144558¢) each				$	1,094.0
Retained earnings					297.4
Accumulated other comprehensive income, net of taxes					26.3
Total shareholder's equity					1,417.7
Total Capitalization				$	1,667.0

(1)	This table does not give effect to:

	•	the options granted to Wellington Underwriting plc ("Wellington") for 3,781,120 non-voting shares and to the Appleby Trust (Bermuda) Limited ("Names' Trustee") for the benefit of the members of Syndicate 2020 who are not corporate members of Wellington (the "Unaligned Members") for an additional 1,710,398 non-voting shares, which options are exercisable into non-voting shares and which non-voting shares will automatically convert into ordinary shares at a one-to-one ratio upon issuance (the options held by Wellington and the Names' Trustee are collectively referred to as the "Investor Options");

	•	4,299,161 options to purchase ordinary shares, 108,739 restricted share units, and 150,074 performance share awards granted to our employees under our share incentive plan as of February 1, 2005; and

	•	1,166,596 ordinary shares available for future grants and issuances under our share incentive plan.

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USE OF PROCEEDS

Unless the applicable prospectus supplement states otherwise, the net proceeds from the sale of securities offered by us will be used for working capital, capital expenditures, acquisitions and other general corporate purposes. Until we use the net proceeds in this manner, we may temporarily use them to make short-term investments or reduce short-term borrowings. We will not receive any of the proceeds from the sale of our ordinary shares by selling shareholders.

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DESCRIPTION OF SHARE CAPITAL

The following summary of provisions of our bye-laws is qualified in its entirety by the provisions of the bye-laws which are incorporated by reference as an exhibit to the registration statement to which this prospectus relates. A more detailed description of the Investor Options and the employee options is set forth in our Annual Report on Form 10-K for the year ended December 31, 2003 under Part II, Item 5(h) and Part III, Item 11 "Executive Compensation — Share Incentive Plan," respectively. Any amendment to our registration statement filed under the Exchange Act on Form 8-A on November 25, 2003 with the SEC filed for the purpose of updating such description is also hereby incorporated by reference.

Authorized Share Capital

As of February 1, 2005, Aspen Holdings has authorized share capital of 1,076,416,910 shares of par value 0.15144558¢ per share, of which 969,629,030 are ordinary shares, 6,787,880 are non-voting shares which automatically convert into ordinary shares upon issuance and 100,000,000 are preference shares. The following summary of our share capital is qualified in its entirety by reference to our memorandum of association and by our bye-laws which have been incorporated by reference as an exhibit to the registration statement to which this prospectus relates, as well as to the shareholders' agreement, the registration rights agreement, the option instrument which have been described below or which descriptions have been incorporated by reference.

Ordinary Shares

In general, subject to the adjustments regarding voting set forth in "— Voting Adjustments" below, holders of our ordinary shares have one vote for each ordinary share held by them and are entitled to vote, on a non-cumulative basis, at all meetings of shareholders. Holders of our ordinary shares are entitled to receive dividends as may be lawfully declared from time to time by our board of directors. Holders of our ordinary shares have no redemption, conversion or sinking fund rights. In the event of our liquidation, dissolution or winding-up, the holders of our ordinary shares are entitled to share equally and ratably in our assets, if any remain after the payment of all our debts and liabilities and the liquidation preference of any outstanding preferred shares.

No prediction can be made as to the effect, if any, future sales of shares, or the availability of shares for future sales, will have on the market price of our ordinary shares prevailing from time to time. The sale of substantial amounts of our ordinary shares in the public market, or the perception that such sales could occur, could harm the prevailing market price of our ordinary shares.

History of Ordinary Shares Issuances

As of January 1, 2003, we had 56,876, 360 ordinary shares outstanding. On February 11, 2003 and August 11, 2003, we issued 43,420 and 4,340 ordinary shares, respectively, to our employees. On December 4, 2003, pursuant to our initial public offering we issued a total of 12,102,600 ordinary shares (including the over-allotment option). On December 9, 2003, and December 17, 2003, we issued 126,706 and 25,877 ordinary shares, respectively, to the Names' Trustee in accordance with the option instrument governing the Investor Options. As of December 31, 2003, there were 69,179,303 ordinary shares outstanding. During the first quarter of 2004, we repurchased 5,000 ordinary shares from one of our previous employees. In October 2004, we issued 135,321 ordinary shares to the Names' Trustee in connection with the exercise of Investor Options, and 5,475 ordinary shares to an employee who exercised his vested options. As of February 1, 2005, there were 69,315,099 ordinary shares outstanding, 5,491,518 Investor Options granted that will be exercisable for shares or lapse upon the earlier occurrence of several events, 4,299,161 options to purchase shares granted to employees, 108,739 restricted share units granted to employees and 150,074 performance shares granted to employees, each under our share incentive plan. Our board of directors approved the issuance of all such ordinary shares, and regulatory approval was sought where necessary.

Voting Adjustments

In general, and except as provided below, shareholders have one vote for each ordinary share held by them and are entitled to vote at all meetings of shareholders. However, if, and so long as, the

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shares of a shareholder in the Company are treated as "controlled shares" (as determined pursuant to section 958 of the Code) of any U.S. Person and such controlled shares constitute 9.5% or more of the votes conferred by the issued shares of Aspen Holdings, the voting rights with respect to the controlled shares owned by such U.S. Person shall be limited, in the aggregate, to a voting power of less than 9.5%, under a formula specified in our bye-laws. The formula is applied repeatedly until the voting power of all 9.5% U.S. Shareholders has been reduced to less than 9.5%. In addition, our board of directors may limit a shareholder's voting rights when it deems it appropriate to do so to (i) avoid the existence of any 9.5% U.S. Shareholder; and (ii) avoid certain material adverse tax, legal or regulatory consequences to the Company or any of its subsidiaries or any shareholder or its affiliates. "Controlled shares" includes, among other things, all shares of the Company that such U.S. Person is deemed to own directly, indirectly or constructively (within the meaning of section 958 of the Code). The amount of any reduction of votes that occurs by operation of the above limitations will generally be reallocated proportionately among all other shareholders of Aspen Holdings whose shares were not "controlled shares" of the 9.5% U.S. Shareholder so long as such: (i) reallocation does not cause any person to become a 9.5% U.S. Shareholder; (ii) no portion of such reallocation shall apply to the shares held by Wellington or the Names' Trustee, except where the failure to apply such increase would result in any person becoming a 9.5% shareholder, and (iii) reallocation shall be limited in the case of existing shareholders 3i Group plc ("3i"), Phoenix Equity Partners and its affiliates ("Phoenix") and Montpelier Reinsurance Limited ("Montpelier Re") so that none of their voting rights exceed 10%.

Under these provisions, certain shareholders may have their voting rights limited to less than one vote per share, while other shareholders may have voting rights in excess of one vote per share. Moreover, these provisions could have the effect of reducing the votes of certain shareholders who would not otherwise be subject to the 9.5% limitation by virtue of their direct share ownership. Our bye-laws provide that shareholders will be notified of their voting interests prior to any vote to be taken by them.

We are authorized to require any shareholder to provide information as to that shareholder's beneficial share ownership, the names of persons having beneficial ownership of the shareholder's shares, relationships with other shareholders or any other facts the directors may deem relevant to a determination of the number of ordinary shares attributable to any person. If any holder fails to respond to this request or submits incomplete or inaccurate information, we may, in our sole discretion, eliminate the shareholder's voting rights. All information provided by the shareholder shall be treated by the Company as confidential information and shall be used by the Company solely for the purpose of establishing whether any 9.5% U.S. Shareholder exists (except as otherwise required by applicable law or regulation).

Acquisition of Ordinary Shares by the Company

Under our bye-laws and subject to Bermuda law, we have the option, but not the obligation, to require a shareholder to sell to us or a third party at fair market value, as determined in the good faith discretion of our board of directors, the minimum number of ordinary shares which is necessary to avoid or cure any material adverse tax consequences to us, our subsidiaries or our shareholders or affiliates if our board of directors unanimously determines that failure to exercise such option would result in such material adverse tax consequences.

Issuance of Shares

In accordance with our bye-laws, our board of directors has the power to issue any unissued shares of the Company, except that our board of directors may not issue preference shares having voting rights or powers (other than any mandatory voting rights or powers required under the Bermuda Companies Act 1981, as amended (the "Companies Act")) unless a resolution authorizing such issuance is approved by a majority of the votes cast at a meeting of the Company's shareholders.

Non-Voting Shares

Holders of our non-voting shares have the same rights as the holders of ordinary shares, except that (unless otherwise granted a vote pursuant to the provisions of the Companies Act) they have no

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right to vote on any matters put before the shareholders of Aspen Holdings. Since the completion of our initial public offering, each non-voting share will automatically convert, immediately upon issue, into one ordinary share carrying rights to vote.

Shareholders' Agreement

The Company has entered into an amended and restated shareholders' agreement dated as of September 30, 2003 with The Blackstone Group and its affiliates ("Blackstone"), Wellington, Candover Partners Limited and its affiliates ("Candover"), Mourant & Co. Trustee Limited ("Mourant"), Credit Suisse First Boston Private Equity and its affiliates ("CSFB Private Equity"), Montpelier Re, the Names' Trustee, 3i, Phoenix, Olympus Partners and its affiliates ("Olympus") and The Lexicon Partnership LLP ("Lexicon") and, for limited purposes, Mr. Myners, Mr. O'Kane, Mr. Cusack, Ms. Davies and Mr. May.

The shareholders' agreement defines certain rights and obligations of the shareholders parties to the shareholders' agreement with respect to the transfer of shares and other matters. Pursuant to the terms of the shareholders' agreement, generally if any existing shareholder party thereto (or group of existing shareholder parties thereto) proposes to transfer 20% or more of our outstanding shares, then the other shareholders party to the shareholders' agreement have a right to participate proportionally in the transfer.

If a change of control (as defined in the shareholders' agreement) is approved by the board of directors and by investors (as defined in the shareholders' agreement) holding not less than 60% of the voting power of shares held by the investors (in each case, after taking into account voting power adjustments under the bye-laws), Wellington, certain entities affiliated with Wellington and the Names' Trustee undertake to:

•	exercise their respective voting rights as shareholders to approve the change of control; and

•	tender their respective shares for sale in relation to the change of control on terms no less favorable than those on which the investors sell their shares.

Each shareholder party to the shareholders' agreement agreed to vote its shares and otherwise take all reasonable action within its power to give effect to the foregoing and the cashless exercise provision of the Investor Options.

Each shareholder party has agreed to require any transferee of the ordinary shares beneficially owned by such shareholder within 36 months after our initial public offering to sign a deed of adherence to the shareholders' agreement, except if such transfer is pursuant to a registered public offering, sale pursuant to Rule 144 of the Securities Act or certain other circumstances.

Generally, the shareholders' agreement may only be amended if the amendment is in writing and signed by or on behalf of the Company (acting with the approval of the board of directors) and the shareholder parties holding 75% of the voting power of the shares held by the shareholder parties, provided that any amendment or variation of the shareholders' agreement that would adversely affect a shareholder party thereto in a disproportionate manner relative to the other shareholder parties thereto may not be effected without the consent of such disproportionately affected shareholder.

Directors, officers and employees of the Company who currently hold ordinary shares are deemed third party beneficiaries of some of the provisions of the shareholders' agreement. However, these directors, officers and employees are not entitled to vote in connection with any amendment or variation of the shareholders' agreement, unless such amendment or variation adversely affects only them or adversely affects them in a disproportionate manner relative to the other shareholder parties thereto, in which case the consent of a majority of voting power of ordinary shares held by these directors, officers and employees is required.

We have agreed to pay the reasonable legal fees and expenses incurred by the shareholders parties to the shareholders' agreement in connection with the negotiation, preparation and execution of the shareholders' agreement, the registration rights agreement, the management shareholders' agreements (and all other documents relating to the 2003 Share Incentive Plan) and all other matters in connection with our initial public offering prior to the completion date of our initial public offering.

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In addition, we have agreed to pay the reasonable legal fees and expenses incurred by all of our management shareholders, taken together, in connection with the negotiation, preparation and execution of the shareholders' agreement, the registration rights agreement, the management shareholders' agreements (and all other documents relating to the 2003 Share Incentive Plan) and all other matters in connection with our initial public offering prior to the completion date of our initial public offering and the management service contracts; provided that, we shall only reimburse our management shareholders for any such legal fees and expenses incurred for the services of one firm of legal counsel.

We have agreed to pay each year the reasonable costs of administration of the Names' Trust incurred by the Names' Trustee and will bear the reasonable or pre-approved costs of Names' Trustee incurred in connection with the transmission of notices received by the Names' Trustee (in its capacity as trustee for the Names' Trust) to the Unaligned Members and any other communications with the Unaligned Members which are made to or by the Names' Trustee on behalf of the Unaligned Members.

Management and Employee Shareholder's Agreements

Certain employees and directors of the Company who were granted options or who were shareholders prior to our initial public offering (each, an "Employee Shareholder" and collectively, the "Employee Shareholders") have entered into a shareholder's agreement with the Company. Under the agreement, the Employee Shareholders have certain registration rights under the registration rights agreement described below, subject to a maximum number of shares to be registered in connection with any particular offering. The Employee Shareholders have appointed Christopher O'Kane as their representative to act as their attorney and have given their power of attorney to him to receive notices and other communications and take decisions and exercise approvals, consents and other rights, on their behalf, under or in connection with the registration rights agreement.

Under the agreement, the Employee Shareholders are restricted from transferring their shares prior to the fifth anniversary of the agreement (in most cases, August 2008), subject to certain exceptions including, but not limited to, (i) a sale of the ordinary shares pursuant to the Employee Shareholders' registration rights under the registration rights agreement, (ii) a transfer of the ordinary shares pursuant to the Employee Shareholders' "tag-along" rights under the shareholders' agreement described above, or (iii) a transfer at any time after the completion date of our initial public offering of an aggregate number of ordinary shares that (together with ordinary shares previously transferred pursuant to clause (i), (ii) or (iii)), that does not exceed 5% of the holdings (including ordinary shares underlying vested options) of any such Employee Shareholder at the time of completion of our initial public offering in any 12-month period.

Registration Rights Agreement

We have entered into an amended and restated registration rights agreement, dated November 14, 2003, with Blackstone, Wellington, Candover, Mourant, CSFB Private Equity, Montpelier Re, the Names' Trustee, 3i, Phoenix, Olympus and Lexicon, pursuant to which we may be required to register our ordinary shares held by such parties under the Securities Act. At any time any such shareholder party or group of shareholders (other than directors, officers or employees of the Company) that holds in the aggregate $50 million of our shares has the right to request registration for a public offering of all or a portion of its shares, subject to the limitations and restrictions provided in the agreement.

In addition, under certain circumstances, if we propose to register the sale of any of our securities under the Securities Act (other than a registration on Form S-8 or F-4), such parties holding our ordinary shares or other securities convertible into, exercisable for or exchangeable for our ordinary shares, will have the right to participate in such registration, and proportionately in any sale. The filing of the registration statement to which this prospectus relates triggered such rights.

Parties to the registration rights agreement who wish to register their ordinary shares must notify us within 10 days of receipt of our notice that a registration statement will be filed, though a 20

11

business day period will apply for the Names' Trustee to allow it additional time to coordinate with the Names' Trust beneficiaries. If the registration requested would not be delayed by the extended period provided to the Names' Trustee, then the Names' Trustee will participate in the underwritten offering. If a delay would occur as a result of the extended period to the Names' Trustee, then the Names' Trustee would be entitled to request the registration of ordinary shares it holds on behalf of the Unaligned Members, for a non-underwritten direct resale of such shares under a separate registration statement to be filed by us.

Generally, the registration rights agreement may only be amended if the amendment is in writing and signed by or on behalf of shareholders party to the registration rights agreement holding 75% of the number of ordinary shares (or securities exchangeable or exercisable for or convertible into ordinary shares) that are considered registrable under the registration rights agreement ("Registrable Securities"), provided that any amendment or variation of the registration rights agreement that would adversely affect a shareholder party thereto in a disproportionate manner relative to the other shareholders parties thereto may not be effected without the consent of such disproportionately affected shareholder.

Directors, officers and employees of the Company who currently hold ordinary shares and options are deemed third party beneficiaries of some of the provisions of the registration rights agreement. However, these directors, officers and employees are not entitled to vote in connection with any amendment or variation of the registration rights agreement, unless such amendment or variation adversely affects only them or adversely affects them in a disproportionate manner relative to the other shareholders parties thereto, in which case the consent of a majority of the number of Registrable Securities held by these directors, officers and employees is required.

Bye-laws

In addition to the provisions of our bye-laws described elsewhere in this prospectus, the following provisions are a summary of some of the other important provisions of our bye-laws.

Our Board and Corporate Action.    Our bye-laws provide that the board shall consist of not less than six and not more than 15 directors. Subject to our bye-laws and Bermuda law, the directors shall be elected or appointed by holders of ordinary shares. Our board of directors is divided into three classes, designated Class I, Class II and Class III and is elected by the shareholders as follows. Each director shall serve for a term ending on the date of the third annual general meeting of shareholders next following the annual general meeting at which such director was elected, provided that (i) Directors initially designated as Class I Directors shall serve for an initial term ending on the date of the third annual general meeting of Shareholders following June 21, 2002, (ii) directors initially designated as Class II Directors shall serve for an initial term ending on the fourth annual general meeting following June 21, 2002, and (iii) directors initially designated as Class III Directors shall serve for an initial term ending on the fifth annual general meeting following June 21, 2002. Notwithstanding the foregoing, each director shall hold office until such director's successor shall have been duly elected or until such director is removed from office or such office is otherwise vacated. In the event of any change in the number of directors, the board of directors shall apportion any newly created directorships among, or reduce the number of directorships in, such class or classes as shall equalize, as nearly as possible, the number of directors in each class. In no event will a decrease in the number of directors shorten the term of any incumbent director.

Generally, the affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be required to authorize corporate action. Corporate action may also be taken by a unanimous written resolution of the board without a meeting and with no need to give notice, except in the case of removal of auditors or directors. The quorum necessary for the transaction of business of the board of directors may be fixed by the board of directors and, unless so fixed at any other number, shall be a majority of directors in office from time to time and in no event less than two directors, provided, that the majority of the directors present does not consist of persons residing in the United Kingdom for U.K. tax purposes.

Shareholder Action.    Except as otherwise required by the Companies Act and our bye-laws, any question proposed for the consideration of the shareholders at any general meeting shall be decided

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by the affirmative vote of a majority of the voting power of votes cast at such meeting (in each case, after taking into account voting power adjustments under the bye-laws). Our bye-laws require 21 days' notice of annual general meetings.

The following actions shall be approved by the affirmative vote of at least seventy-five percent (75%) of the voting power of shares entitled to vote at a meeting of shareholders (in each case, after taking into account voting power adjustments under the bye-laws): any amendment to Bye-Laws 13 (first sentence — Modification of Rights); 24 (Transfer of Shares); 49 (Voting); 63, 64, 65 and 66 (Adjustment of Voting Power); 67 (Other Adjustments of Voting Power), 76 (Purchase of Shares), 84 or 85 (Certain Subsidiaries); provided, however, that in the case of any amendments to Bye-Laws 24, 63, 64, 65, 66, 67 or 76, such amendment shall only be subject to this voting requirement if the board determines in its sole discretion that such amendment could adversely affect any shareholder in any non-de minimis respect. The following actions shall be approved by the affirmative vote of at least sixty-six percent (66%) of the voting power of shares entitled to vote at a meeting of shareholders (in each case, after taking into account voting power adjustments under the bye-laws): (i) a merger or amalgamation with, or a sale, lease or transfer of all or substantially all of the assets of the Company to, a third party, where any shareholder does not have the same right to receive the same consideration as all other shareholders in such transaction; or (ii) discontinuance of the Company out of Bermuda to another jurisdiction.

Amendment.    Our bye-laws may be revoked or amended by a majority of the board of directors, but no revocation or amendment shall be operative unless and until it is approved at a subsequent general meeting of the Company by the shareholders by resolution passed by a majority of the voting power of votes cast at such meeting (in each case, after taking into account voting power adjustments under the bye-laws) or such greater majority as required by our bye-laws.

Voting of Non-U.S. Subsidiary Shares.    If we are required or entitled to vote at a general meeting of any of Aspen Re, Aspen Bermuda, Aspen U.K. Holdings or Aspen U.K. Services or any other directly held non-U.S. subsidiary of ours (together, the "Non-U.S. Subsidiaries"), our directors shall refer the subject matter of the vote to our shareholders and seek direction from such shareholders as to how they should vote on the resolution proposed by the Non-U.S. Subsidiary. Substantially similar provisions are or will be contained in the bye-laws (or equivalent governing documents) of the Non-U.S. Subsidiaries.

Capital Reduction.    In the event of a reduction of capital, our bye-laws require that such reduction apply to the entire class or series of shares affected. We may not permit a reduction of part of a class or series of shares.

Preference Shares

As of the date of this prospectus, there were no preference shares in issue. Subject to certain limitations contained in our bye-laws and any limitations prescribed by applicable law, our board of directors is authorized to issue preference shares in one or more series and to fix the rights, preferences privileges and restrictions of such shares, including but not limited to dividend rates, conversion rights, voting rights, terms of redemption (including sinking fund provisions), redemption prices and liquidation preferences, and the number of shares constituting and the designation of any such series, without further vote or action by our shareholders. Such preference shares, upon issuance against full consideration (not less than the par value of such shares), will be fully paid and nonassessable. The particular rights and preferences of such preference shares offered by any prospectus supplement and the extent, if any, to which the general provisions described below may apply to the offered preference shares, will be described in the prospectus supplement.

Because the following summary of the terms of preference shares is not complete, you should refer to our memorandum of association and bye-laws and any applicable resolution of our board of directors for complete information regarding the terms of the class or series of preference shares described in a prospectus supplement. Whenever we refer to particular sections or defined terms of our memorandum of association and bye-laws and an applicable resolution of our board of directors, such sections or defined terms are incorporated herein by reference.

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A prospectus supplement will specify the terms of a particular class or series of preference shares as follows:

•	the number of shares to be issued and sold and the distinctive designation thereof;

•	the dividend rights of the preference shares, whether dividends will be cumulative and, if so, from which date or dates and the relative rights or priority, if any, of payment of dividends on preference shares and any limitations, restrictions or conditions on the payment of such dividends;

•	the voting powers, if any, of the preference shares, equal to or greater than one vote per share, which may include the right to vote, as a class or with other classes of share capital, to elect one or more of our directors;

•	the terms and conditions (including the price or prices, which may vary under different conditions and at different redemption dates), if any, upon which all or any part of the preference shares may be redeemed, at whose option such a redemption may occur, and any limitations, restrictions or conditions on such redemption;

•	the terms, if any, upon which the preference shares will be convertible into or exchangeable for our shares of any other class, classes or series;

•	the relative amounts, and the relative rights or priority, if any, of payment in respect of preference shares, which the holders of the preference shares will be entitled to receive upon our liquidation, dissolution, winding up, amalgamation, merger or sale of assets;

•	the terms, if any, of any purchase, retirement or sinking fund to be provided for the preference shares;

•	the restrictions, limitations and conditions, if any, upon the issuance of our indebtedness so long as any preference shares are outstanding;

•	any other relative rights, preferences, limitations and powers not inconsistent with applicable law, our memorandum of association and bye-laws; and

•	a discussion of certain U.S. federal income tax considerations.

Subject to the specification of the above terms of preference shares and as otherwise provided with respect to a particular class or series of preference shares, in each case as described in a supplement to this prospectus, the following general provisions will apply to each class or series of preference shares.

    Dividends

The holders of preference shares will be entitled to receive dividends, if any, at such rate established by the board of directors in accordance with the bye-laws, payable on specified dates each year for the respective dividend periods ending on such dates ("dividend periods"), when and as declared by our board of directors and subject to Bermuda law and regulations. Such dividends will accrue on each preference share from the first day of the dividend period in which such share is issued or from such other date as our board of directors may fix for such purpose. All dividends on preference shares will be cumulative. If we do not pay or set apart for payment the dividend, or any part thereof, on the issued and outstanding preference shares for any dividend period, the deficiency in the dividend on the preference shares must thereafter be fully paid or declared and set apart for payment (without interest) before any dividend may be paid or declared and set apart for payment on the ordinary shares. The holders of preference shares will not be entitled to participate in any other or additional earnings or profits of ours, except for such premiums, if any, as may be payable in case of our liquidation, dissolution or winding up.

Any dividend paid upon the preference shares at a time when any accrued dividends for any prior dividend period are delinquent will be expressly declared to be in whole or partial payment of the accrued dividends to the extent thereof, beginning with the earliest dividend period for which dividends are then wholly or partly delinquent, and will be so designated to each shareholder to whom payment is made.

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No dividends will be paid upon any shares of any class or series of preference shares for a current dividend period unless there will have been paid or declared and set apart for payment dividends required to be paid to the holders of each other class or series of preference shares for all past dividend periods of such other class or series. If any dividends are paid on any of the preference shares with respect to any past dividend period at any time when less than the total dividends then accumulated and payable for all past dividend periods on all of the preference shares then outstanding are to be paid or declared and set apart for payment, then the dividends being paid will be paid on each class or series of preference shares in the proportions that the dividends then accumulated and payable on each class or series for all past dividend periods bear to the total dividends then accumulated and payable for all past dividend periods on all outstanding preference shares.

Our ability to pay dividends depends, in part, on the ability of our subsidiaries to pay dividends to us. Under Bermuda law, a company may declare and pay dividends from time to time unless there are reasonable grounds for believing that the company is or would, after the declaration or payment, be unable to pay its liabilities as they become due or that the realizable value of its assets would thereby be less than the aggregate of its liabilities and issued share capital and share premium accounts. In addition, our Insurance Subsidiaries are subject to significant regulatory restrictions limiting their ability to declare and pay dividends to us.

Dividends on the preference shares will have a preference over dividends on the ordinary shares.

    Liquidation, Dissolution or Winding Up

In case of our voluntary or involuntary liquidation, dissolution or winding up, the holders of each class or series of preference shares will be entitled to receive out of our assets in money or money's worth the liquidation preference with respect to that class or series of preference shares. These holders will also receive an amount equal to all accrued but unpaid dividends thereon (whether or not earned or declared), before any of our assets will be paid or distributed to holders of ordinary shares.

It is possible that, in case of our voluntary or involuntary liquidation, dissolution or winding up, our assets could be insufficient to pay the holders of all of the classes or series of preference shares then outstanding the full amounts to which they may be entitled. In that circumstance, the holders of each outstanding class or series of preference shares will share ratably in such assets in proportion to the amounts which would be payable with respect to such class or series if all amounts payable thereon were paid in full.

Our consolidation, amalgamation or merger with or into any other company or corporation, or a sale of all or any part of our assets, will not be deemed to constitute a liquidation, dissolution or winding up.

    Redemption

Except as otherwise provided with respect to a particular class or series of preference shares and as described in a supplement to this prospectus, the following general redemption provisions will apply to each class or series of preference shares. Any redemption of the preference shares may only be made in compliance with Bermuda law.

On or prior to the date fixed for redemption of a particular class or series of preference shares or any part thereof as specified in the notice of redemption for such class or series, we will deposit adequate funds for such redemption, in trust for the account of holders of such class or series, with a bank or trust company that has an office in the United States, and that has, or is an affiliate of a bank or trust company that has, capital and surplus of at least $50,000,000. If the name and address of such bank or trust company and the deposit of or intent to deposit the redemption funds in such trust account have been stated in the redemption notice, then from and after the mailing of the notice and the making of such deposit the shares of the class or series called for redemption will no longer be deemed to be outstanding for any purpose whatsoever, and all rights of the holders of such shares in or with respect to us will cease and terminate except only the right of the holders of the shares:

•	to transfer such shares prior to the date fixed for redemption;

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•	to receive the redemption price of such shares, including accrued but unpaid dividends to the date fixed for redemption, without interest, upon surrender of the certificate or certificates representing the shares to be redeemed; and

•	on or before the close of business on the fifth business day preceding the date fixed for redemption to exercise privileges of conversion, if any, not previously expired.

Any moneys so deposited by us which remain unclaimed by the holders of the shares called for redemption and not converted will, at the end of six years after the redemption date, be paid to us upon our request, after which repayment the holders of the shares called for redemption can no longer look to such bank or trust company for the payment of the redemption price but must look only to us for the payment of any lawful claim for such moneys which holders of such shares may still have. After such six-year period, the right of any shareholder or other person to receive such payment may lapse through limitations imposed in the manner and with the effect provided under the laws of Bermuda. Any portion of the moneys so deposited by us, in respect of preference shares called for redemption that are converted into ordinary shares, will be repaid to us upon our request.

In case of redemption of only a part of a class or series of preference shares, we will designate by lot, in such manner as our board of directors may determine, the shares to be redeemed, or will effect such redemption pro rata.

Under Bermuda law, the source of funds that may be used by a company to pay amounts to shareholders on the redemption of their shares in respect of the nominal or par value of their shares is limited to (1) the capital paid up on the shares being redeemed, (2) funds of the company otherwise available for payment of dividends or distributions, or (3) the proceeds of a new issuance of shares made for purposes of the redemption, and in respect of the premium over the nominal or par value of their shares, limited to funds otherwise available for dividends or distributions or out of the company's share premium account before the redemption date.

Under Section 42 of the Companies Act, no redemption of shares may be made by a company if, on the date of the redemption, there are reasonable grounds for believing that the company is, or after the redemption would be, unable to pay its liabilities as they become due. In addition, if the redemption price is to be paid out of funds otherwise available for dividends or distributions, no redemption may be made if the realizable value of its assets would thereby be less than the aggregate of its liabilities and issued share capital and share premium accounts. A minimum issued share capital of $12,000 must always be maintained.

Our ability to effect a redemption of our preference shares may be subject to the performance of our Insurance Subsidiaries. Distributions to us from our Insurance Subsidiaries will also be subject to Bermuda, U.K. and U.S. insurance laws and regulatory constraints.

    Conversion Rights

Except as otherwise provided with respect to a particular class or series of preference shares and as described in a supplement to this prospectus, and subject in each case to applicable Bermuda law, the following general conversion provisions will apply to each class or series of preference shares that is convertible into ordinary shares.

All ordinary shares issued upon conversion will be fully paid and nonassessable, and will be free of all taxes, liens and charges with respect to the issue thereof except taxes, if any, payable by reason of issuance in a name other than that of the holder of the shares converted and except as otherwise provided by applicable law or the bye-laws.

The number of ordinary shares issuable upon conversion of a particular class or series of preference shares at any time will be the quotient obtained by dividing the aggregate conversion value of the shares of such class or series surrendered for conversion, by the conversion price per share of ordinary shares then in effect for such class or series. We will not be required, however, upon any such conversion, to issue any fractional share of ordinary shares, but instead we will pay to the holder who would otherwise be entitled to receive such fractional share if issued, a sum in cash equal to the value

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of such fractional share based on the last reported sale price per ordinary share on the New York Stock Exchange at the date of determination. Preference shares will be deemed to have been converted as of the close of business on the date of receipt at the office of the transfer agent of the certificates, duly endorsed, together with written notice by the holder of his election to convert the shares.

Except as otherwise provided with respect to a particular class or series of preference shares and subject in each case to applicable Bermuda law, our memorandum of association and bye-laws, the basic conversion price per ordinary share for a class or series of preference shares, as fixed by our board of directors, will be subject to adjustment from time to time as follows:

•

In case we (1) pay a dividend or make a distribution to all holders of outstanding ordinary shares as a class in ordinary shares, (2) subdivide or split the outstanding ordinary shares into a larger number of shares or (3) combine the outstanding ordinary shares into a smaller number of shares, the basic conversion price per ordinary share in effect immediately prior to that event will be adjusted retroactively so that the holder of each outstanding share of each class or series of preference shares which by its terms is convertible into ordinary shares will thereafter be entitled to receive upon the conversion of such share the number of ordinary shares which that holder would have owned and been entitled to receive after the happening of any of the events described above had such share of such class or series been converted immediately prior to the happening of that event. An adjustment made pursuant to this clause will become effective retroactively immediately after such record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, split or combination. Such adjustments will be made successively whenever any event described in this clause occurs.

•

In case we issue to all holders of ordinary shares as a class any rights or warrants enabling them to subscribe for or purchase ordinary shares at a price per share less than the current market price per ordinary share at the record date for determination of shareholders entitled to receive such rights or warrants, the basic conversion price per ordinary share in effect immediately prior thereto for each class or series of preference shares which by its terms is convertible into ordinary shares will be adjusted retroactively by multiplying such basic conversion price by a fraction, of which the numerator will be the sum of number of ordinary shares outstanding at such record date and the number of ordinary shares which the aggregate exercise price (before deduction of underwriting discounts or commissions and other expenses of the Company in connection with the issue) of the total number of shares so offered for subscription or purchase would purchase at such current market price per share and of which the denominator will be the sum of the number of ordinary shares outstanding at such record date and the number of additional ordinary shares so offered for subscription or purchase. An adjustment made pursuant to this clause will become effective retroactively immediately after the record date for determination of shareholders entitled to receive such rights or warrants. Such adjustments will be made successively whenever any event described in this clause occurs.

•

In case we distribute to all holders of ordinary shares as a class evidences of indebtedness or assets (other than cash dividends), the basic conversion price per ordinary share in effect immediately prior thereto for each class or series of preference shares which by its terms is convertible into ordinary shares will be adjusted retroactively by multiplying such basic conversion price by a fraction, of which the numerator will be the difference between the current market price per ordinary share at the record date for determination of shareholders entitled to receive such distribution and the fair value (as determined by our board of directors) of the portion of the evidences of indebtedness or assets (other than cash dividends) so distributed applicable to one ordinary share and of which the denominator will be the current market price per ordinary share. An adjustment made pursuant to this clause will become effective retroactively immediately after such record date. Such adjustments will be made successively whenever any event described in this clause occurs.

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For the purpose of any computation under the last clause above, the current market price per ordinary share on any date will be deemed to be the average of the high and low sales prices of the ordinary shares, as reported in the New York Stock Exchange — Composite Transactions (or such other principal market quotation as may then be applicable to the ordinary shares) for each of the 30 consecutive trading days commencing 45 trading days before such date.

No adjustment will be made in the basic conversion price for any class or series of preference shares in effect immediately prior to such computation if the amount of such adjustment would be less than fifty cents. However, any adjustments which by reason of the preceding sentence are not required to be made will be carried forward and taken into account in any subsequent adjustment. Notwithstanding anything to the contrary, any adjustment required for purposes of making the computations described above will be made not later than the earlier of (1) three years after the effective date described above for such adjustment or (2) the date as of which such adjustment would result in an increase or decrease of at least 3% in the aggregate number of ordinary shares issued and outstanding on the first date on which an event occurred which required the making of a computation described above. All calculations will be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

In the case of any capital reorganization or reclassification of ordinary shares, or if we amalgamate or consolidate with or merge into, or sell or dispose of all or substantially all of our property and assets to, any other company or corporation, proper provisions will be made as part of the terms of such capital reorganization, reclassification, amalgamation, consolidation, merger or sale that any shares of a particular class or series of preference shares at the time outstanding will thereafter be convertible into the number of shares of stock or other securities or property to which a holder of the number of ordinary shares deliverable upon conversion of such preference shares would have been entitled upon such capital reorganization, reclassification, consolidation, amalgamation or merger.

No dividend adjustment with respect to any preference shares or ordinary shares will be made in connection with any conversion.

Whenever there is an issue of additional ordinary shares requiring a change in the conversion price as provided above, and whenever there occurs any other event which results in a change in the existing conversion rights of the holders of shares of a class or series of preference shares, we will file with our transfer agent or agents, a statement signed by one of our executive officers, describing specifically such issue of additional ordinary shares or such other event (and, in the case of a capital reorganization, reclassification, amalgamation, consolidation or merger, the terms thereof) and the actual conversion prices or basis of conversion as changed by such issue or event and the change, if any, in the securities issuable upon conversion. Whenever we issue to all holders of ordinary shares as a class any rights or warrants enabling them to subscribe for or purchase ordinary shares, we will also file in like manner a statement describing the same and the consideration they will receive. The statement so filed will be open to inspection by any holder of record of shares of any class or series of preference shares.

Preference shares converted to ordinary shares will cease to form part of the authorized preference share capital and will, instead, become part of our authorized and issued ordinary share capital.

    Reissuance of Shares

Any preference shares retired by purchase, redemption, or through the operation of any sinking fund or redemption or purchase account, will have the status of authorized but unissued preference shares, and may be reissued as part of the same class or series or may be reclassified and reissued by our board of directors in the same manner as any other authorized and unissued shares.

    Voting Rights

Except as indicated below or as modified by any prospectus supplement or as otherwise required by applicable law, the holders of preference shares will have no voting rights.

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The applicable prospectus supplement for a series may provide that, whenever dividends payable on any class or series of preference shares are in arrears in an aggregate amount equivalent to six full quarterly dividends on all of the preference shares of that class or series then outstanding, the holders of preference shares of that class or series, together with the holders of each other class or series of preference shares ranking on a parity with respect to the payment of dividends and amounts upon our liquidation, dissolution or winding up, will have the right, voting together as a single class regardless of class or series, to elect two directors of our board of directors. We will use our best efforts to increase the number of directors constituting our board of directors to the extent necessary to effectuate such right.

The applicable prospectus supplement for a series may provide that, whenever such special voting power of such holders of the preference shares has vested, such right may be exercised initially either at a special meeting of the holders of preference shares, or at any annual general meeting of shareholders, and thereafter at annual general meetings of shareholders. The right of such holders of preference shares to elect members of our board of directors will continue until such time as all dividends accumulated on such preference shares have been paid in full, at which time that special right will terminate, subject to revesting in the event of each and every subsequent default in an aggregate amount equivalent to six full quarterly dividends and any member of our board of directors appointed as described above shall vacate office.

At any time when such special voting power has vested in the holders of any such preference shares as described in the preceding paragraph, our chairman/chief executive officer will, upon the written request of the holders of record of at least 10% of such preference shares then outstanding addressed to our secretary, call a special general meeting of the holders of such preference shares for the purpose of electing directors. Such meeting will be held at the earliest practicable date in such place as may be designated pursuant to the bye-laws (or if there be no designation, at our principal office in Bermuda). If such meeting shall not be called by our proper officers within 20 days after our secretary has been personally served with such request, or within 60 days after mailing the same by registered or certified mail addressed to our secretary at our principal office, then the holders of record of at least 10% of such preference shares then outstanding may designate in writing one of their number to call such meeting at our expense, and such meeting may be called by such person so designated upon the notice required for annual general meetings of shareholders and will be held in Bermuda, unless we otherwise designate.

Any holder of such preference shares so designated will have access to our register of members for the purpose of causing meetings of shareholders to be called pursuant to these provisions. Notwithstanding the foregoing, no such special meeting will be called during the period within 90 days immediately preceding the date fixed for the next annual general meeting of ordinary shareholders.

At any annual or special meeting at which the holders of such preference shares have the special right, voting separately as a class, to elect directors as described above, the presence, in person or by proxy, of the holders of 50% of such preference shares will be required to constitute a quorum of such preference shares for the election of any director by the holders of such preference shares, voting as a class. At any such meeting or adjournment thereof the absence of a quorum of such preference shares will not prevent the election of directors other than those to be elected by such preference shares, voting as a class, and the absence of a quorum for the election of such other directors will not prevent the election of the directors to be elected by such preference shares, voting as a class.

During any period in which the holders of such preference shares have the right to vote as a class for directors as described above, any vacancies in our board of directors will be filled by vote of a majority of our board of directors pursuant to the bye-laws. During such period the directors so elected by the holders of such preference shares will continue in office (1) until the next succeeding annual general meeting or until their successors, if any, are elected by such holders and qualify or (2) unless required by applicable law to continue in office for a longer period, until termination of the right of the holders of such preference shares to vote as a class for directors, if earlier. Immediately upon any termination of the right of the holders of such preference shares to vote as a class for directors as provided herein, the term of office of the directors then in office so elected by the holders of such preference shares will terminate.

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The rights attached to any class of preference shares (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not we are being wound-up, be altered or abrogated with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or with the sanction of a resolution passed by the holders of not less than three-fourths of the votes cast at a separate general meeting of the holders of the shares of the class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith or having different restrictions. Further, the rights attaching to any shares shall be deemed not to be altered by the creation or issue of any share ranking in priority for payment of a dividend or in respect of capital or which confer on the holder thereof voting rights more favorable than those conferred by such ordinary share. In the event we were to merge into or amalgamate with another company, the approval of the holders of three-fourths of the issued shares would be required (voting as a separate class, if affected in a manner that would constitute a variation of the rights of such preference shares) in addition to shareholder approval pursuant to the Companies Act. In addition, holders of preference shares would be entitled to vote at a court-ordered meeting in respect of a compromise or arrangement pursuant to section 99 of the Companies Act and their consent would be required with respect to the waiver of the requirement to appoint an auditor and to lay audited financial statements before a general meeting pursuant to section 88 of the Companies Act.

On any item on which the holders of the preference shares are entitled to vote, such holders will be entitled to one vote for each preference share held.

    Restrictions in Event of Default in Dividends on Preference Shares

Unless we provide otherwise in a prospectus supplement, if at any time we have failed to pay dividends in full on the preference shares, thereafter and until dividends in full, including all accrued and unpaid dividends for all past quarterly dividend periods on the preference shares outstanding, shall have been declared and set apart in trust for payment or paid, or if at any time we have failed to pay in full amounts payable with respect to any obligations to retire preference shares, thereafter and until such amounts shall have been paid in full or set apart in trust for payment:

(1)

we may not redeem less than all of the preference shares at such time outstanding unless we obtain the affirmative vote or consent of the holders of at least 66 2/3% of the outstanding preference shares given in person or by proxy, either in writing or by resolution adopted at a special meeting called for the purpose, at which the holders of the preference shares shall vote separately as a class, regardless of class or series;

(2)

we may not purchase any preference shares except in accordance with a purchase offer made in writing to all holders of preference shares of all classes or series upon such terms as our board of directors in its sole discretion after consideration of the respective annual dividend rate and other relative rights and preferences of the respective classes or series, will determine (which determination will be final and conclusive) will result in fair and equitable treatment among the respective classes or series; provided that (a) we, to meet the requirements of any purchase, retirement or sinking fund provisions with respect to any class or series, may use shares of such class or series acquired by it prior to such failure and then held by it as treasury stock and (b) nothing will prevent us from completing the purchase or redemption of preference shares for which a purchase contract was entered into for any purchase, retirement or sinking fund purposes, or the notice of redemption of which was initially mailed, prior to such failure; and

(3)	we may not redeem, purchase or otherwise acquire, or permit any subsidiary to purchase or acquire any shares of any other class of our stock ranking junior to the preference shares as to dividends and upon liquidation.

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    Preemptive Rights

No holder of preference shares, solely by reason of such holding, has or will have any preemptive right to subscribe to any additional issue of shares of any class or series or to any security convertible into such shares.

Differences in Corporate Law

You should be aware that the Companies Act, which applies to us, differs in certain material respects from laws generally applicable to U.S. corporations and their shareholders. In order to highlight these differences, set forth below is a summary of certain significant provisions of the Companies Act (including modifications adopted pursuant to our bye-laws) applicable to us which differ in certain respects from provisions of the State of Delaware corporate law. Because the following statements are summaries, they do not address all aspects of Bermuda law that may be relevant to us and our shareholders.

Duties of Directors.    Under Bermuda law, at common law, members of a board of directors owe a fiduciary duty to the company to act in good faith in their dealings with or on behalf of the company and exercise their powers and fulfill the duties of their office honestly. This duty has the following essential elements:

•	a duty to act in good faith in the best interests of the company;

•	a duty not to make a personal profit from opportunities that arise from the office of director;

•	a duty to avoid conflicts of interest; and

•	a duty to exercise powers for the purpose for which such powers were intended.

The Companies Act imposes a duty on directors and officers of a Bermuda company:

•	to act honestly and in good faith with a view to the best interests of the company; and

•	to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

In addition, the Companies Act imposes various duties on officers of a company with respect to certain matters of management and administration of the company.

The Companies Act provides that in any proceedings for negligence, default, breach of duty or breach of trust against any officer, if it appears to a court that such officer is or may be liable in respect of negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that, having regard to all the circumstances of the case, including those connected with his appointment, he ought fairly to be excused for the negligence, default, breach of duty or breach of trust, that court may relieve him, either wholly or partly, from any liability on such terms as the court may think fit. This provision has been interpreted to apply only to actions brought by or on behalf of the company against such officers. Our bye-laws, however, provide that shareholders waive all claims or rights of action that they might have, individually or in the right of the Company, against any director or officer of Aspen Holdings for any act or failure to act in the performance of such director's or officer's duties, except this waiver does not extend to any claims or rights of action that arise out of fraud on the part of such director or officer or with respect to the recovery of any gain, personal profit or advantage to which the officer or director is not legally entitled.

Under Delaware law, the business and affairs of a corporation are managed by or under the direction of its board of directors. In exercising their powers, directors are charged with a fiduciary duty of care to protect the interests of the corporation and a fiduciary duty of loyalty to act in the best interests of its stockholders.

The duty of care requires that directors act in an informed and deliberative manner and inform themselves, prior to making a business decision, of all material information reasonably available to them. The duty of care also requires that directors exercise care in overseeing and investigating the conduct of corporate employees. The duty of loyalty may be summarized as the duty to act in good faith, not out of self-interest, and in a manner which the director reasonably believes to be in the best interests of the stockholders.

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A party challenging the propriety of a decision of a board of directors bears the burden of rebutting the applicability of the presumptions afforded to directors by the "business judgment rule." If the presumption is not rebutted, the business judgment rule attaches to protect the directors and their decisions, and their business judgments will not be second guessed. Where, however, the presumption is rebutted, the directors bear the burden of demonstrating the entire fairness of the relevant transaction. Notwithstanding the foregoing, Delaware courts subject directors' conduct to enhanced scrutiny in respect of defensive actions taken in response to a threat to corporate control and approval of a transaction resulting in a sale of control of the corporation.

Interested Directors.    Under Bermuda law and our bye-laws, any transaction entered into by us in which a director has an interest is not voidable by us nor can such director be accountable to us for any benefit realized under that transaction provided the nature of the interest is disclosed at the first opportunity at a meeting of directors, or in writing to the directors. In addition, our bye-laws allow a director to be taken into account in determining whether a quorum is present and to vote on a transaction in which he has an interest unless the majority of the disinterested directors determine otherwise. Under Delaware law, such transaction would not be voidable if (1) the material facts as to such interested director's relationship or interests are disclosed or are known to the board of directors and the board in good faith authorizes the transaction by the affirmative vote of a majority of the disinterested directors, (2) such material facts are disclosed or are known to the stockholders entitled to vote on such transaction and the transaction is specifically approved in good faith by vote of the majority of shares entitled to vote thereon or (3) the transaction is fair as to the corporation as of the time it is authorized, approved or ratified. Under Delaware law, such interested director could be held liable for a transaction in which such director derived an improper personal benefit.

Voting Rights and Quorum Requirements.    Under Bermuda law, the voting rights of our shareholders are regulated by our bye-laws and, in certain circumstances, the Companies Act. Under our bye-laws, at any general meeting, shareholders holding at least 50% of our shareholders' aggregate voting power in the ordinary shares shall constitute a quorum for the transaction of business. In general, except for the removal of the Company's auditors or directors, any action that we may take by resolution in a general meeting may, without a meeting, be taken by a resolution in writing signed by all of the shareholders entitled to attend such meeting and vote on the resolution. In general, any question proposed for the consideration of the shareholders at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with the bye-laws.

Dividends.    Bermuda law does not permit payment of dividends or distributions of contributed surplus by a company if there are reasonable grounds for believing that the company, after the payment is made, would be unable to pay its liabilities as they become due, or the realizable value of the company's assets would be less, as a result of the payment, than the aggregate of its liabilities and its issued share capital and share premium accounts. The excess of the consideration paid on issue of shares over the aggregate par value of such shares must (except in certain limited circumstances) be credited to a share premium account. Share premium may be distributed in certain limited circumstances, for example to pay up for unissued shares which may be distributed to shareholders in proportion to their holdings, but is otherwise subject to limitation. In addition, Aspen Bermuda's ability to pay dividends is subject to Bermuda insurance laws and regulatory constraints.

Under Delaware law, subject to any restrictions contained in the company's certificate of incorporation, a company may pay dividends out of surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year. Delaware law also provides that dividends may not be paid out of net profits if, after the payment of the dividend, capital is less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets.

Amalgamations, Mergers and Similar Arrangements.    We may acquire the business of another Bermuda exempted company or a company incorporated outside Bermuda when conducting such business would benefit the Company and would be conducive to attaining our objectives contained within our memorandum of association. Under our bye-laws, we may, except in certain circumstances, with the approval of at least a majority of the voting power of votes cast (after taking account of any

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voting power adjustments under the bye-laws) at a general meeting of our shareholders at which a quorum is present, amalgamate with another Bermuda company or with a body incorporated outside Bermuda. In the case of an amalgamation, a shareholder may apply to a Bermuda court for a proper valuation of such shareholder's shares if such shareholder is not satisfied that fair market value has been paid for such shares. The court ordinarily would not disapprove the transaction on that ground absent evidence of fraud or bad faith.

Under Delaware law, with certain exceptions, a merger, consolidation or sale of all or substantially all the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. Under Delaware law, a shareholder of a corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such shareholder may receive payment in the amount of the fair market value of the shares held by such shareholder (as determined by a court) in lieu of the consideration such shareholder would otherwise receive in the transaction.

Takeovers.    Bermuda law provides that where an offer is made for shares of a company and, within four months of the offer, the holders of not less than 90% of the shares which are the subject of the offer accept, the offeror may by notice require the non-tendering shareholders to transfer their shares on the terms of the offer. Dissenting shareholders may apply to the court within one month of the notice objecting to the transfer. The burden is on the dissenting shareholders to show that the court should exercise its discretion to enjoin the required transfer, which the court will be unlikely to do unless there is evidence of fraud or bad faith or collusion between the offeror and the holders of the shares who have accepted the offer as a means of unfairly forcing out minority shareholders. Delaware law provides that a parent corporation, by resolution of its board of directors and without any stockholder vote, may merge with any subsidiary of which it owns at least 90% of each class of capital stock. Upon any merger, dissenting stockholders of the subsidiary would have appraisal rights.

Certain Transactions with Significant Shareholders.    As a Bermuda company, we may enter into certain business transactions with our significant shareholders, including asset sales, in which a significant shareholder receives, or could receive, a financial benefit that is greater than that received, or to be received, by other shareholders with prior approval from our board of directors but without obtaining prior approval from our shareholders. Amalgamations require the approval of the board of directors and, except for certain amalgamations, a resolution of shareholders approved by a majority of at least a majority of the votes cast (after taking account of any voting power adjustments under the bye-laws). If we were a Delaware corporation, we would need, subject to certain exceptions, prior approval from shareholders holding at least two-thirds of our outstanding ordinary shares not owned by such interested shareholder to enter into a business combination (which, for this purpose, includes asset sales of greater than 10% of our assets that would otherwise be considered transactions in the ordinary course of business) with an interested shareholder for a period of three years from the time the person became an interested shareholder, unless we opted out of the relevant Delaware statute.

Shareholders' Suits.    The rights of shareholders under Bermuda law are not as extensive as the rights of shareholders under legislation or judicial precedent in many U.S. jurisdictions. Class actions and derivative actions are generally not available to shareholders under the laws of Bermuda. However, the Bermuda courts ordinarily would be expected to follow English case law precedent, which would permit a shareholder to commence an action in our name to remedy a wrong done to us where the act complained of is alleged to be beyond our corporate power or is illegal or would result in the violation of our memorandum of association or bye-laws. Furthermore, consideration would be given by the court to acts that are alleged to constitute a fraud against the minority shareholders or where an act requires the approval of a greater percentage of our shareholders than actually approved it. The winning party in such an action generally would be able to recover a portion of attorneys' fees incurred in connection with such action. Our bye-laws provide that shareholders waive all claims or rights of action that they might have, individually or in the right of the Company, against any director or officer for any action or failure to act in the performance of such director's or officer's duties, except such waiver shall not extend to claims or rights of action that arise out of any fraud of such director or officer or with respect to the recovery of any gain, personal profit or advantage to which the officer or director is not legally entitled. Class actions and derivative actions generally are

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available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court generally has discretion to permit the winning party to recover attorneys' fees incurred in connection with such action.

Indemnification of Directors and Officers.    Under Bermuda law and our bye-laws, we may indemnify our directors, officers or any other person appointed to a committee of the board of directors and any resident representative (and their respective heirs, executors or administrators) against all liabilities, loss, damage or expense to the full extent permitted by law, incurred or suffered by this person by reason of any act done, conceived in or omitted in the conduct of our business or in the discharge of his/her duties; provided that such indemnification shall not extend to any matter which would render it void under the Companies Act. Under Delaware law, a corporation may indemnify a director or officer of the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in defense of an action, suit or proceeding by reason of such position if (1) that director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and (2) with respect to any criminal action or proceeding, such director or officer had no reasonable cause to believe his conduct was unlawful.

Inspection of Corporate Records.    Members of the general public have the right to inspect our public documents available at the office of the Registrar of Companies in Bermuda and our registered office in Bermuda, which will include our memorandum of association (including its objects and powers) and any alteration to our memorandum of association and documents relating to any increase or reduction of authorized capital. Our shareholders have the additional right to inspect our bye-laws, minutes of general meetings and financial statements, which must be presented to the annual general meeting of shareholders. The register of our shareholders is also open to inspection by shareholders without charge, and to members of the public for a fee. We are required to maintain our share register in Bermuda but may establish a branch register outside of Bermuda. We are required to keep at our registered office a register of our directors and officers which is open for inspection by members of the public without charge. Bermuda law does not, however, provide a general right for shareholders to inspect or obtain copies of any other corporate records. Delaware law permits any shareholder to inspect or obtain copies of a corporation's shareholder list and its other books and records for any purpose reasonably related to such person's interest as a shareholder.

Shareholder Proposals.    Under Bermuda law, the Companies Act provides that shareholders may, as set forth below and at their own expense (unless a company otherwise resolves), require a company to give notice of any resolution that the shareholders can properly propose at the next annual general meeting and/or to circulate a statement prepared by the requesting shareholders in respect of any matter referred to in a proposed resolution or any business to be conducted at a general meeting. The number of shareholders necessary for such a requisition is either that number of shareholders representing at least 5% of the total voting rights of all shareholders having a right to vote at the meeting to which the requisition relates or not less than 100 shareholders. Delaware law does not include a provision restricting the manner in which nominations for directors may be made by shareholders or the manner in which business may be brought before a meeting.

Calling of Special Shareholders Meetings.    Under Bermuda law a special meeting may also be called by the shareholders when requisitioned by the holders of at least 10% of the paid up voting share capital of Aspen Holdings as provided by the Companies Act. Delaware law permits the board of directors or any person who is authorized under a corporation's certificate of incorporation or bye-laws to call a special meeting of shareholders.

Staggered Board of Directors.    Bermuda law does not contain statutory provisions specifically requiring staggered board of directors arrangements for a Bermuda exempted company. These provisions, however, may validly be provided for in the bye-laws governing the affairs of a company and our bye-laws do so provide. Similarly, Delaware law permits corporations to have a staggered board of directors.

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Approval of Corporate Matters by Written Consent.    Under Bermuda law, the Companies Act provides that shareholders may take action by written consent with 100% shareholders consent required. Delaware law permits shareholders to take action by the consent in writing by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting of stockholders at which all shares entitled to vote thereon were present and voted.

Amendment of Memorandum of Association.    Bermuda law provides that the memorandum of association of a company may be amended by a resolution passed at a general meeting of shareholders of which due notice has been given. An amendment to the memorandum of association that alters the company's business objects may require approval of the Bermuda Minister of Finance, who may grant or withhold approval at his or her discretion.

Under Bermuda law, the holders of an aggregate of not less than 20% in par value of a company's issued share capital have the right to apply to the Bermuda courts for an annulment of any amendment of the memorandum of association adopted by shareholders at any general meeting, other than an amendment which alters or reduces a company's share capital as provided in the Companies Act. Where such an application is made, the amendment becomes effective only to the extent that it is confirmed by the Bermuda court. An application for an annulment of an amendment of the memorandum of association must be made within 21 days after the date on which the resolution altering the company's memorandum of association is passed and may be made on behalf of persons entitled to make the application by one or more of their designees as such holders may appoint in writing for such purpose. No application may be made by the shareholders voting in favor of the amendment.

Under Delaware law, amendment of the certificate of incorporation, which is the equivalent of a memorandum of association, of a company must be made by a resolution of the board of directors setting forth the amendment, declaring its advisability, and either calling a special meeting of the shareholders entitled to vote or directing that the amendment proposed be considered at the next annual meeting of the shareholders. Delaware law requires that, unless a different percentage is provided for in the certificate of incorporation, a majority of the outstanding shares entitled to vote thereon is required to approve the amendment of the certificate of incorporation at the shareholders meeting. If the amendment would alter the number of authorized shares or par value or otherwise adversely affect the rights or preference of any class of a company's stock, the holders of the outstanding shares of such affected class, regardless of whether such holders are entitled to vote by the certificate of incorporation, should be entitled to vote as a class upon the proposed amendment. However, the number of authorized shares of any class may be increased or decreased, to the extent not falling below the number of shares then outstanding, by the affirmative vote of the holders of a majority of the stock entitled to vote, if so provided in the company's certificate of incorporation or any amendment that created such class or was adopted prior to the issuance of such class or that was authorized by the affirmative vote of the holders of a majority of such class or classes of stock.

Amendment of Bye-laws.    Our bye-laws may be revoked or amended by the board of directors, which may from time to time revoke or amend them in any way by a resolution of the board of directors passed by a majority of the directors then in office and eligible to vote on the resolution, but no revocation or amendment shall be operative unless and until it is approved at a subsequent general meeting of the Company by the shareholders by resolution passed by a majority of the voting power of votes cast at such meeting (in each case, after taking into account voting power adjustments under the bye-laws) or such greater majority as required by bye-laws.

Under Delaware law, holders of a majority of the voting power of a corporation and, if so provided in the certificate of incorporation, the directors of the corporation, have the power to adopt, amend and repeal the bylaws of a corporation.

Listing

Our ordinary shares are listed on the New York Stock Exchange under the trading symbol "AHL."

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Transfer Agent, Registrar and Dividend Disbursing Agent

The transfer agent, registrar and dividend disbursing agent for the ordinary shares is Mellon Investor Services LLC.

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DESCRIPTION OF THE DEPOSITARY SHARES

General

We may, at our option, elect to offer depositary shares, each representing a fraction (to be set forth in the prospectus supplement relating to our ordinary shares or a particular series of preference shares) of a ordinary share or a fraction of a share of a particular class or series of preference shares as described below. In the event we elect to do so, depositary receipts evidencing depositary shares will be issued to the public.

The ordinary shares or the shares of the class or series of preference shares represented by depositary shares will be deposited under a deposit agreement among us, a depositary selected by us and the holders of the depositary receipts. The depositary will be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000. Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, in proportion to the applicable fraction of a ordinary share or preference share represented by such depositary share, to all the rights and preferences of the ordinary shares or preference shares represented thereby (including dividend, voting, redemption and liquidation rights). The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional ordinary shares or fractional shares of the applicable class or series of preference shares in accordance with the terms of the offering described in the related prospectus supplement. If necessary, the deposit agreement and depositary receipt will be incorporated by reference pursuant to a Current Report on Form 8-K.

Pending the preparation of definitive depositary receipts, the depositary may, upon our written order, issue temporary depositary receipts substantially identical to (and entitling the holders thereof to all the rights pertaining to) the definitive depositary receipts but not in definitive form. Definitive depositary receipts will be prepared thereafter without unreasonable delay, and temporary depositary receipts will be exchangeable for definitive depositary receipts without charge to the holder thereof.

The following description of the depositary shares sets forth the material terms and provisions of the depositary shares to which any prospectus supplement may relate. The particular terms of the depositary shares offered by any prospectus supplement, and the extent to which the general provisions described below may apply to the offered securities, will be described in the prospectus supplement, which will also include a discussion of certain U.S. federal income tax considerations.

Dividends and Other Distributions

The depositary will distribute all cash dividends or other distributions received in respect of the related ordinary shares or preference shares to the record holders of depositary shares relating to such ordinary shares or preference shares in proportion to the number of such depositary shares owned by such holders.

In the event of a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary shares entitled thereto, unless the depositary determines that it is not feasible to make such distribution, in which case the depositary may, with our approval, sell such property and distribute the net proceeds from the sale to such holders.

Withdrawal of Shares

Upon surrender of the depositary receipts at the corporate trust office of the depositary (unless the related depositary shares have previously been called for redemption), the holder of the depositary shares evidenced thereby is entitled to delivery of the number of whole shares of the related ordinary shares or class or series of preference shares and any money or other property represented by such depositary shares. Holders of depositary shares will be entitled to receive whole shares of the related ordinary shares or class or series of preference shares on the basis set forth in the prospectus supplement for such ordinary shares or class or series of preference shares, but holders of such whole ordinary shares or preference shares will not thereafter be entitled to exchange them

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for depositary shares. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole ordinary shares or preference shares to be withdrawn, the depositary will deliver to such holder at the same time a new depositary receipt evidencing such excess number of depositary shares. In no event will fractional ordinary shares or preference shares be delivered upon surrender of depositary receipts to the depositary.

Redemption of Depositary Shares

Whenever we redeem ordinary shares or preference shares held by the depositary, the depositary will redeem as of the same redemption date the number of depositary shares representing ordinary shares or shares of the related class or series of preference shares so redeemed. The redemption price per depositary share will be equal to the applicable fraction of the redemption price per share payable with respect to such ordinary shares or class or series of preference shares. If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as may be determined by the depositary.

Voting the Ordinary shares or Preference Shares

Upon receipt of notice of any meeting at which the holders of ordinary shares or preference shares are entitled to vote, the depositary will mail the information contained in such notice of meeting to the record holders of the depositary shares relating to such ordinary shares or preference shares. Each record holder of such depositary shares on the record date (which will be the same date as the record date for ordinary shares or preference shares, as applicable) will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of ordinary shares or preference shares represented by such holder's depositary shares. The depositary will endeavor, insofar as practicable, to vote the number of the ordinary shares or preference shares represented by such depositary shares in accordance with such instructions, and we will agree to take all action which the depositary deems necessary in order to enable the depositary to do so. The depositary will vote all ordinary shares or preference shares held by it proportionately with instructions received if it does not receive specific instructions from the holders of depositary shares representing such ordinary shares or preference shares.

Amendment and Termination of the Deposit Agreement

The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may at any time be amended by agreement between us and the depositary. However, any amendment which materially and adversely alters the rights of the holders of depositary receipts will not be effective unless such amendment has been approved by the holders of depositary receipts representing at least a majority (or, in the case of amendments relating to or affecting rights to receive dividends or distributions or voting or redemption rights, 66 2/3%, unless otherwise provided in the related prospectus supplement) of the depositary shares then outstanding. The deposit agreement may be terminated by us or the depositary only if (1) all outstanding depositary shares have been redeemed, (2) there has been a final distribution in respect of the ordinary shares or the preference shares in connection with our liquidation, dissolution or winding up and such distribution has been distributed to the holders of depositary receipts or (3) upon the consent of holders of depositary receipts representing not less than 66 2/3% of the depositary shares outstanding, unless otherwise provided in the related prospectus supplement.

Charges of Depositary

We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will also pay charges of the depositary in connection with the initial deposit of the related ordinary shares or preference shares and any redemption of such ordinary shares or preference shares. Holders of depositary receipts will pay all other transfer and other taxes and governmental charges and such other charges as are expressly provided in the deposit agreement to be for their accounts.

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The depositary may refuse to effect any transfer of a depositary receipt or any withdrawal of ordinary shares or preference shares evidenced thereby until all such taxes and charges with respect to such depositary receipt or such ordinary shares or preference shares are paid by the holders thereof.

Miscellaneous

The depositary will forward all reports and communications from us which are delivered to the depositary and which we are required to furnish to the holders of ordinary shares or preference shares.

Neither we nor the depositary will be liable if either of us is prevented or delayed by law or any circumstance beyond our control in performing our obligations under the deposit agreement. Our obligations and the obligations of the depositary under the deposit agreement will be limited to performance in good faith of their duties thereunder and neither we nor the depositary will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or class or series of preference shares unless satisfactory indemnity is furnished. We and the depositary may rely on written advice of counsel or accountants, or information provided by persons presenting preference shares for deposit, holders of depositary shares or other persons believed to be competent and on documents believed to be genuine.

Resignation and Removal of Depositary

The depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the depositary. Any such resignation or removal of the depositary will take effect upon the appointment of a successor depositary, which successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.

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DESCRIPTION OF THE DEBT SECURITIES

The following description of our debt securities sets forth the material terms and provisions of the debt securities to which any prospectus supplement may relate and may be amended or supplemented by terms described in the applicable prospectus supplement. The following description is subject to, and is qualified in its entirety by reference to, the indenture for senior unsecured securities (the "senior indenture") and the subordinated indenture for subordinated securities (the "subordinated indenture) each entered into or to be entered into between the Company, as issuer, and Deutsche Bank Trust Company Americas, as trustee (the "trustee"). Our senior debt securities are to be issued under an indenture between us and Deutsche Bank Trust Company Americas, as trustee, dated August 16, 2004 as supplemented. Our subordinated debt securities are to be issued under a subordinated indenture between us and Deutsche Bank Trust Company Americas, as trustee, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. The senior indenture and the subordinated indenture are sometimes referred to herein collectively as the "indentures" and each individually as an "indenture," and the trustees under each of the indentures are sometimes referred to herein collectively as the "trustees" and each individually as a "trustee." The particular terms of the series of debt securities offered by any prospectus supplement, and the extent to which general provisions described below may apply to the offered series of debt securities, will be described in the prospectus supplement.

The following summaries of the material terms and provisions of the indentures and the related debt securities are not complete and are subject to, and are qualified in their entirety by reference to, all provisions of the indentures, including the definitions of certain terms in the indentures and those terms to be made a part of the indentures by the Trust Indenture Act of 1939, as amended. Wherever we refer to particular articles, sections or defined terms of an indenture, without specific reference to an indenture, those articles, sections or defined terms are contained in all indentures. The senior indenture and the subordinated indenture are substantially identical, except for certain covenants of ours and provisions relating to subordination.

General

The following description of the terms of the indentures and the related debt securities is a summary. We have summarized only those portions of the indentures and the debt securities which we believe will be most important to your decision to hold the debt securities. You should keep in mind, however, that it is the indentures and not this summary that defines your rights as a holder of the debt securities. You may obtain a copy of the indentures by requesting one from us or the trustee.

In this description, references to "we," "us" and "our" are to Aspen Holdings only, and do not include any of our subsidiaries. Certain capitalized terms used herein are defined in the indentures.

The indentures do not limit the aggregate principal amount of the debt securities which we may issue under them and provide that we may issue debt securities under them from time to time in one or more series. The indentures do not limit the amount of other indebtedness or the debt securities which we or our subsidiaries may issue.

The prospectus supplement relating to a particular series of debt securities offered thereby will describe the following terms of the offered series of debt securities:

•	the title of such debt securities and the series in which such debt securities will be included, which may include medium-term notes, the aggregate principal amount of such debt securities and any limit upon such principal amount;

•	the date or dates, or the method or methods, if any, by which such date or dates will be determined, on which the principal of such series of debt securities will be payable;

•	the rate or rates at which such series of debt securities will bear interest, if any, which rate may be zero in the case of certain debt securities issued at an issue price representing a discount from the principal amount payable at maturity, or the method by which such rate or rates will be determined (including, if applicable, any remarketing option or similar method),

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	and the date or dates from which such interest, if any, will accrue or the method by which such date or dates will be determined;

•	the date or dates on which interest, if any, on such series of debt securities will be payable and any regular record dates applicable to the date or dates on which interest will be so payable;

•	the place or places where the principal of, any premium or interest on or any additional amounts with respect to such series of debt securities will be payable, any of such series of debt securities that are issued in registered form may be surrendered for registration of transfer or exchange, and any such debt securities may be surrendered for conversion or exchange;

•	whether any of such series of debt securities are to be redeemable at our option and, if so, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such series of debt securities may be redeemed, in whole or in part, at our option;

•

whether we will be obligated to redeem or purchase any of such series of debt securities pursuant to any sinking fund or analogous provision or at the option of any holder thereof and, if so, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such debt securities will be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such series of debt securities so redeemed or purchased;

•	if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any series of debt securities to be issued in registered form will be issuable and, if other than a denomination of $5,000, the denominations in which any debt securities to be issued in bearer form will be issuable;

•	whether the series of debt securities will be listed on any national securities exchange;

•	whether the series of debt securities will be convertible into ordinary shares and/or exchangeable for other securities issued by us, and, if so, the terms and conditions upon which such series of debt securities will be so convertible or exchangeable;

•	if other than the principal amount, the portion of the principal amount (or the method by which such portion will be determined) of such series of debt securities that will be payable upon declaration of acceleration of the maturity thereof;

•	if other than United States dollars, the currency of payment, including composite currencies, of the principal of, any premium or interest on or any additional amounts with respect to any of such series of debt securities;

•

whether the principal of, any premium or interest on or any additional amounts with respect to such series of debt securities will be payable, at our election or the election of a holder, in a currency other than that in which such series of debt securities are stated to be payable and the date or dates on which, the period or periods within which, and the other terms and conditions upon which, such election may be made;

•	any index, formula or other method used to determine the amount of payments of principal of, any premium or interest on or any additional amounts with respect to such series of debt securities;

•	whether such series of debt securities are to be issued in the form of one or more global securities and, if so, the identity of the depositary for such global security or securities;

•	whether such series of debt securities are the senior debt securities or subordinated debt securities and, if the subordinated debt securities, the specific subordination provisions applicable thereto;

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•	in the case of subordinated debt securities, the relative degree, if any, to which such series of subordinated debt securities of the series will be senior to or be subordinated to other series of the subordinated debt securities or other indebtedness of ours in right of payment, whether such other series of the subordinated debt securities or other indebtedness are outstanding or not;

•	in the case of subordinated debt securities, any limitation on the issuance of additional Senior Indebtedness;

•	any deletions from, modifications of or additions to the Events of Default or covenants of ours with respect to such series of debt securities;

•	whether the provisions described below under "Discharge, Defeasance and Covenant Defeasance" will be applicable to such series of debt securities;

•	a discussion of certain U.S. federal income tax considerations;

•	whether any of such series of debt securities are to be issued upon the exercise of warrants, and the time, manner and place for such debt securities to be authenticated and delivered; and

•	any other terms of such series of debt securities and any other deletions from or modifications or additions to the applicable indenture in respect of such debt securities.

We will have the ability under the indentures to "reopen" a previously issued series of debt securities and issue additional debt securities of that series or establish additional terms of that series. We are also permitted to issue debt securities with the same terms as previously issued debt securities.

Unless otherwise provided in the related prospectus supplement, principal, premium, interest and additional amounts, if any, with respect to any series of debt securities will be payable at the office or agency maintained by us for such purposes (initially the corporate trust office of the trustee). In the case of debt securities issued in registered form, interest may be paid by check mailed to the persons entitled thereto at their addresses appearing on the security register or by transfer to an account maintained by the payee with a bank located in the United States. Interest on debt securities issued in registered form will be payable on any interest payment date to the persons in whose names the debt securities are registered at the close of business on the regular record date with respect to such interest payment date. Interest on such debt securities which have a redemption date after a regular record date, and on or before the following interest payment date, will also be payable to the persons in whose names the debt securities are so registered. All paying agents initially designated by us for the debt securities will be named in the related prospectus supplement. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place where the principal of, any premium or interest on or any additional amounts with respect to the debt securities are payable.

Unless otherwise provided in the related prospectus supplement, the debt securities may be presented for transfer (duly endorsed or accompanied by a written instrument of transfer, if so required by us or the security registrar) or exchanged for other debt securities of the same series (containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount) at the office or agency maintained by us for such purposes (initially the corporate trust office of the trustee). Such transfer or exchange will be made without service charge, but we may require payment of a sum sufficient to cover any tax or other governmental charge and any other expenses then payable. We will not be required to (1) issue, register the transfer of, or exchange, the debt securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any such debt securities and ending at the close of business on the day of such mailing or (2) register the transfer of or exchange any debt security so selected for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part. Any transfer agent (in addition to the security registrar) initially designated by us for any debt securities will be named in the related prospectus supplement. We may at any time designate additional transfer

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agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place where the principal of, any premium or interest on or any additional amounts with respect to the debt securities are payable.

Unless otherwise provided in the related prospectus supplement, the debt securities will be issued only in fully registered form without coupons in minimum denominations of $1,000 and any integral multiple thereof. The debt securities may be represented in whole or in part by one or more global debt securities registered in the name of a depositary or its nominee and, if so represented, interests in such global debt security will be shown on, and transfers thereof will be effected only through, records maintained by the designated depositary and its participants as described below. Where the debt securities of any series are issued in bearer form, the special restrictions and considerations, including special offering restrictions and special U.S. federal income tax considerations, applicable to such debt securities and to payment on and transfer and exchange of such debt securities will be described in the related prospectus supplement.

The debt securities may be issued as original issue discount securities (bearing no interest or bearing interest at a rate which at the time of issuance is below market rates) to be sold at a substantial discount below their principal amount and may for various other reasons be considered to have original issue discount for U.S. federal income tax purposes. In general, original issue discount is included in the income of holders on a yield-to-maturity basis. Accordingly, depending on the terms of the debt securities, holders may be required to include amounts in income prior to the receipt thereof. Special U.S. federal income tax and other considerations applicable to original issue discount securities will be described in the related prospectus supplement.

If the purchase price of any debt securities is payable in one or more foreign currencies or currency units or if any debt securities are denominated in one or more foreign currencies or currency units or if the principal of, or any premium or interest on, or any additional amounts with respect to, any debt securities is payable in one or more foreign currencies or currency units, the restrictions, elections, certain U.S. federal income tax considerations, specific terms and other information with respect to such debt securities and such foreign currency or currency units will be set forth in the related prospectus supplement.

Unless otherwise described in a prospectus supplement relating to any series of debt securities, other than as described below under "Certain Provisions Applicable to the Senior Debt Securities — Limitation on Liens on Stock of Subsidiaries" and "Certain Provisions Applicable to the Senior Debt Securities — Limitations on Disposition of Stock of Designated Subsidiaries," the indentures do not contain any provisions that would limit our ability to incur indebtedness or that would afford holders of the debt securities protection in the event of a sudden and significant decline in our credit quality or a takeover, recapitalization or highly leveraged or similar transaction involving us. Accordingly, we could in the future enter into transactions that could increase the amount of indebtedness outstanding at that time or otherwise affect our capital structure or credit rating. You should refer to the prospectus supplement relating to a particular series of the debt securities for information regarding to any deletions from, modifications of or additions to the Events of Defaults described below or our covenants contained in the indentures, including any addition of a covenant or other provisions providing event risk or similar protection.

Conversion and Exchange

The terms, if any, on which debt securities of any series are convertible into or exchangeable for ordinary shares, preference shares or other securities issued by us, property or cash, or a combination of any of the foregoing, will be set forth in the related prospectus supplement. Such terms may include provisions for conversion or exchange, either mandatory, at the option of the holder, or at our option, in which the securities, property or cash to be received by the holders of the debt securities would be calculated according to the factors and at such time as described in the related prospectus supplement. Any such conversion or exchange will comply with applicable Bermuda law, our memorandum of association and bye-laws.

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Optional Redemption

Unless otherwise described in a prospectus supplement, relating to any debt securities, we may redeem the debt securities at any time, in whole or in part, at the redemption price. Unless otherwise described in a prospectus supplement, debt securities will not be subject to sinking fund or other mandatory redemption or to redemption or repurchase at the option of the holders upon a change of control, a change in management, an asset sale or any other specified event. We currently have no debt securities outstanding that are subject to redemption or repurchase at the option of the holders.

Selection and Notice

Unless otherwise described in a prospectus supplement, we will send the holders of the debt securities to be redeemed a notice of redemption by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. If we elect to redeem fewer than all the debt securities, unless otherwise agreed in a holders' redemption agreement, the trustee will select in a fair and appropriate manner, including pro rata or by lot, the debt securities to be redeemed in whole or in part.

Unless we default in payment of the redemption price, the debt securities called for redemption shall cease to accrue any interest on or after the redemption date.

Ranking

Unless otherwise provided in a prospectus supplement, our senior debt securities will be unsecured obligations of ours and will rank equally with all of our other unsecured and unsubordinated indebtedness. The subordinated debt securities will be unsecured obligations of ours, subordinated in right of payment to the prior payment in full of all Senior Indebtedness (which term includes the senior debt securities) of ours as described below under "Certain Provisions Applicable to the Subordinated Debt Securities" and in the applicable prospectus supplement.

Because we are a holding company, our rights and the rights of our creditors (including the holders of our debt securities) and shareholders to participate in distributions by certain of our subsidiaries upon that subsidiary's liquidation or reorganization or otherwise would be subject to the prior claims of that subsidiary's creditors, except to the extent that we may ourselves be a creditor with recognized claims against that subsidiary or our creditor may have the benefit of a guaranty from our subsidiary. None of our creditors has the benefit of a guaranty from any of our subsidiaries. The rights of our creditors (including the holders of our debt securities) to participate in the distribution of stock owned by us in certain of our subsidiaries, including our insurance subsidiaries, may also be subject to approval by certain insurance regulatory authorities having jurisdiction over such subsidiaries.

Consolidation, Amalgamation, Merger and Sale of Assets

Unless otherwise described in a prospectus supplement, each indenture provides that we may not (1) consolidate or amalgamate with or merge into any person (whether or not affiliated with us) or convey, transfer, sell or lease our properties and assets as an entirety or substantially as an entirety to any person (whether or not affiliated with us), or (2) permit any person (whether or not affiliated with us) to consolidate or amalgamate with or merge into us, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to us, unless (a) such person is a corporation or limited liability company organized and existing under the laws of the United States, any state thereof or the District of Columbia, Bermuda or any country which is, on the date of the indenture, a member of the Organization of Economic Cooperation and Development and will expressly assume, by supplemental indenture satisfactory in form to the trustee, the due and punctual payment of the principal of, any premium and interest on and any additional amounts with respect to the debt securities issued thereunder, and the performance of our obligations under the indenture and the debt securities issued thereunder; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of ours or of a Designated Subsidiary as a result of such

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transaction as having been incurred by us or such subsidiary at the time of such transaction, no event of default, and no event which after notice or lapse of time or both would become an event of default, will have happened and be continuing; and (c) certain other documents are delivered.

Certain Other Covenants

Except as otherwise permitted under "Certain provisions applicable to the senior debt securities — Limitations on Liens of Stock of Designated Subsidiaries" and "— Limitations on disposition of stock of designated subsidiaries" described below and "— Consolidation, Amalgamation, Merger and Sale of Assets" described above, we will do or cause to be done all things necessary to maintain in full force and effect our legal existence, rights (charter and statutory) and franchises. We are not, however, required to preserve any right or franchise if we determine that it is no longer desirable in the conduct of our business and the loss is not disadvantageous in any material respect to any holders of the debt securities.

Events of Default

Unless we provide other or substitute Events of Default in a prospectus supplement, the following events will constitute an event of default under the indentures with respect to the debt securities (whatever the reason for such event of default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1)	default in the payment of any interest on the debt securities, or any additional amounts payable with respect thereto, when such interest becomes or such additional amounts become due and payable, and continuance of such default for a period of 30 days;

(2)	default in the payment of the principal of or any premium, if any, on the debt securities, or any additional amounts payable with respect thereto, when such principal or premium becomes or such additional amounts become due and payable either at maturity, upon any redemption, by declaration of acceleration or otherwise;

(3)	default in the performance, or breach, of any covenant or warranty of ours contained in the indenture, and the continuance of such default or breach for a period of 60 days after there has been given written notice as provided in the indenture;

(4)

default in the payment at maturity of our Indebtedness in excess of $50,000,000 or if any event of default as defined in any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any of our Indebtedness (other than indebtedness which is non-recourse to us) happens and results in acceleration of more than $50,000,000 in principal amount of such Indebtedness (after giving effect to any applicable grace period), and such default is not cured or waived or such acceleration is not rescinded or annulled within a period of 60 days after there has been given written notice as provided in the indenture;

(5)	we shall fail within 60 days to pay, bond or otherwise discharge any uninsured judgment or court order for the payment of money in excess of $50,000,000, which is not stayed on appeal or is not otherwise being appropriately contested in good faith;

(6)	certain events relating to our bankruptcy, insolvency or reorganization; or

(7)	our default in the performance or breach of the conditions relating to amalgamation, consolidation, merger or sale of assets stated above, and the continuation of such violation for 60 days after notice is given to the Company.

If an event of default with respect to the debt securities (other than an event of default described in clause (6) of the preceding paragraph) occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities by written notice as provided in the indenture may declare the principal amount of all outstanding debt securities to be

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due and payable immediately. At any time after a declaration of acceleration has been made, but before a judgment or decree for payment of money has been obtained by the trustee, and subject to applicable law and certain other provisions of the indenture, the holders of a majority in aggregate principal amount of the debt securities may, under certain circumstances, rescind and annul such acceleration. An event of default described in clause (6) of the preceding paragraph will cause the principal amount and accrued interest to become immediately due and payable without any declaration or other act by the trustee or any holder.

Each indenture provides that, within 60 days after the trustee shall have knowledge of the occurrence of any event which is, or after notice or lapse of time or both would become, an event of default with respect to the debt securities, the trustee will transmit, in the manner set forth in the indenture and subject to the exceptions described below, notice of such default to the holders of the debt securities unless such default has been cured or waived. However, except in the case of a default in the payment of principal of, or premium, if any, or interest on, or additional amounts with respect to, any debt securities, the trustee may withhold such notice if and so long as the board, executive committee or a trust committee of directors and/or responsible officers of the trustee in good faith determine that the withholding of such notice is in the interests of the holders of the debt securities.

Under each indenture, if an event of default occurs, has not been waived and is continuing with respect to the debt securities, the trustee may in its discretion proceed to protect and enforce its rights and the rights of the holders of the debt securities by all appropriate judicial proceedings. The indentures provide that, subject to the duty of the trustees during any default to act with the required standard of care, the trustees will be under no obligation to exercise any of their rights or powers under the indentures at the request or direction of any of the holders of the debt securities, unless such holders shall have offered to the trustees reasonable indemnity. Subject to such provisions for the indemnification of the trustees, and subject to applicable law and certain other provisions of the indentures, the holders of a majority in aggregate principal amount of the outstanding debt securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustees, or exercising any trust or power conferred on the trustees, with respect to the debt securities.

Under the Companies Act, any payment or other disposition of property made by us within six months prior to the commencement of our winding up will be invalid if made with the intent to fraudulently prefer one or more of our creditors at a time that we were unable to pay our debts as they became due.

Modification and Waiver

We and the trustees may modify, amend or supplement the indentures with the consent of the holders of not less than a majority in aggregate principal amount of the debt securities; provided, however, that no such modification, amendment or supplement may, without the consent of the holder of each outstanding debt security affected thereby under the relevant indenture,

•	change the stated maturity of the principal of, or any premium or installment of interest on, or any additional amounts with respect to, the debt securities;

•	reduce the principal amount of, or the rate (or modify the calculation of such principal amount or rate) of interest on, or any additional amounts with respect to, or any premium payable upon the redemption of, the debt securities;

•	change our obligation to pay additional amounts with respect to the debt securities;

•	change the redemption provisions of the debt securities or, following the occurrence of any event that would entitle a holder to require us to redeem or repurchase the debt securities at the option of the holder, adversely affect the right of redemption or repurchase at the option of such holder, of the debt securities;

•	change the place of payment or the coin or currency in which the principal of, any premium or interest on or any additional amounts with respect to, the debt securities is payable;

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•	impair the right to institute suit for the enforcement of any payment on or after the stated maturity of the debt securities (or, in the case of redemption, on or after the redemption date or, in the case of repayment at the option of any holder, on or after the repayment date);

•	reduce the percentage in principal amount of the debt securities, the consent of whose holders is required in order to take specific actions;

•	reduce the requirements for quorum or voting by holders of the debt securities in the applicable section of the indenture;

•	modify any of the provisions in the indenture regarding the waiver of past defaults and the waiver of certain covenants by the holders of the debt securities except to increase any percentage vote required or to provide that other provisions of the indenture cannot be modified or waived without the consent of the holder of each note affected thereby; or

•	modify any of the above provisions.

In addition, no supplemental indenture may directly or indirectly modify or eliminate the subordination provisions of the subordinated indenture in any manner which might terminate or impair the subordination of the subordinated debt securities to Senior Indebtedness (as defined elsewhere in this prospectus) without the prior written consent of the holders of the Senior Indebtedness.

We and the trustees may modify or amend the indentures and the debt securities without the consent of any holder in order to, among other things:

•	provide for our successor pursuant to a consolidation, amalgamation, merger or sale of assets that complies with the merger covenant;

•	add to our covenants for the benefit of the holders of the debt securities or to surrender any right or power conferred upon us by the indenture;

•	provide for a successor trustee with respect to the debt securities;

•	cure any ambiguity or correct or supplement any provision in the indenture which may be defective or inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under the indenture which will not materially adversely affect the interests of the holders of the debt securities;

•	change the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of the debt securities under the indenture;

•	add any additional events of default with respect to the debt securities;

•	provide for conversion or exchange rights of the holders of the debt securities; or

•	make any other change that does not materially adversely affect the interests of the holders of the debt securities.

The holders of at least a majority in aggregate principal amount of the debt securities may, on behalf of the holders of the debt securities, waive compliance by us with certain restrictive provisions of the indentures. The holders of not less than a majority in aggregate principal amount of the debt securities may, on behalf of the holders of the debt securities, waive any past default and its consequences under the indentures with respect to the debt securities, except a default (1) in the payment of principal of, any premium or interest on or any additional amounts with respect to the debt securities or (2) in respect of a covenant or provision of the indenture that cannot be modified or amended without the consent of the holder of each debt security.

Under each indenture, we are required to furnish the trustee annually a statement as to performance by us of certain of our obligations under the indenture and as to any default in such performance. We are also required to deliver to the trustee, within five days after occurrence thereof, written notice of any event of default or any event which after notice or lapse of time or both would constitute an event of default under clause (3) in "— Events of Default" described above.

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Discharge, Defeasance and Covenant Defeasance

We may discharge certain obligations to holders of the debt securities that have not already been delivered to the trustee for cancellation and that either have become due and payable or will become due and payable within one year (or called for redemption within one year) by depositing with the trustee, in trust, funds in U.S. dollars or Government Obligations (as defined below) in an amount sufficient to pay the entire indebtedness on the debt securities with respect to principal and any premium, interest and additional amounts to the date of such deposit (if the debt securities have become due and payable) or with respect to principal, any premium and interest to the maturity or redemption date thereof, as the case may be.

Each indenture provides that, unless the provisions of Section 12.2 are made inapplicable to the debt securities pursuant to Section 3.1 of the indenture, we may elect either (1) to defease and be discharged from any and all obligations with respect to the debt securities (except for, among other things, the obligation to pay additional amounts, if any, upon the occurrence of certain events of taxation, assessment or governmental charge with respect to payments on the debt securities and other obligations to register the transfer or exchange of the debt securities, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency with respect to the debt securities and to hold moneys for payment in trust) ("defeasance") or (2) to be released from our obligations with respect to the debt securities under certain covenants and any omission to comply with such obligations will not constitute a default or an event of default with respect to the debt securities ("covenant defeasance"). Defeasance or covenant defeasance, as the case may be, will be conditioned upon the irrevocable deposit by us with the trustee, in trust, of an amount in U.S. dollars, or Government Obligations, or both, applicable to such debt securities which through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal of, any premium and interest on the debt securities on the scheduled due dates or any prior redemption date.

Such a trust may only be established if, among other things:

•	the applicable defeasance or covenant defeasance does not result in a breach or violation of, or constitute a default under, any material agreement or instrument, other than the indenture, to which we are a party or by which we are bound,

•

no event of default or event which with notice or lapse of time or both would become an event of default with respect to the debt securities to be defeased will have occurred and be continuing on the date of establishment of such a trust after giving effect to such establishment and, with respect to defeasance only, no bankruptcy proceeding will have occurred and be continuing at any time during the period ending on the 91st day after such date,

•

we have delivered to the trustee an opinion of counsel (as specified in the indenture) to the effect that the holders of the debt securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred, and such opinion of counsel, in the case of defeasance, must refer to and be based upon a letter ruling of the Internal Revenue Service received by us, a Revenue Ruling published by the Internal Revenue Service or a change in applicable U.S. federal income tax law occurring after the date of the indenture, and

•	with respect to defeasance, we have delivered to the trustee an officers' certificate as to solvency and the absence of intent of preferring holders over our other creditors.

"Government Obligations" means debt securities which are (1) direct obligations of the United States for the payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States which, in the case of clauses (1) or (2), are not callable or redeemable at the option of the

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issuer or issuers thereof, and will also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of or any other amount with respect to any such Government Obligation held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian with respect to the Government Obligation or the specific payment of interest on or principal of or any other amount with respect to the Government Obligation evidenced by such depository receipt.

In the event we effect covenant defeasance with respect to the debt securities and the debt securities are declared due and payable because of the occurrence of any event of default other than an event of default with respect to any covenant as to which there has been covenant defeasance, the Government Obligations on deposit with the trustee will be sufficient to pay amounts due on the debt securities at the time of the stated maturity or redemption date but may not be sufficient to pay amounts due on the debt securities at the time of the acceleration resulting from such event of default. However, we would remain liable to make payment of such amounts due at the time of acceleration.

Payment of Additional Amounts

Unless otherwise described in a prospectus supplement, we will make all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the debt securities without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Bermuda or any other jurisdiction in which Aspen Holdings is organized or otherwise considered to be a resident for tax purposes or any other jurisdiction from which or through which a payment on the debt securities is made by Aspen Holdings (a "taxing jurisdiction") or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (x) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (y) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, we will, subject to certain limitations and exceptions described below, pay to the holder of any note such additional amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such holder, after the withholding or deduction (including any such withholding or deduction from such additional amounts), will not be less than the amount provided for in such note or in the indenture to be then due and payable.

We will not be required to pay any additional amounts for or on account of:

(1)

any tax, fee, duty, assessment or governmental charge of whatever nature which would not have been imposed but for the fact that such holder (a) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, or enforcement of rights with respect to, such note, (b) presented, where presentation is required, such note for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such note could not have been presented for payment elsewhere, or (c) presented, where presentation is required, such note for payment more than 30 days after the date on which the payment in respect of such note became due and payable or provided for, whichever is later, except to the extent that the holder would have been entitled to such additional amounts if it had presented such note for payment on any day within that 30-day period;

(2)	any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

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(3)

any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the holder of such note to comply with any reasonable request by us addressed to the holder within 90 days of such request (a) to provide information concerning the nationality, residence or identity of the holder or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, assessment or other governmental charge;

(4)	any withholding or deduction required to be made pursuant to any EU Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meetings of 26-27 November 2000, 3 June 2003 or any law implementing or complying with, or introduced in order to conform to, such EU Directive; or

(5)	any combination of items (1), (2), (3) and (4).

In addition, we will not pay additional amounts with respect to any payment of principal of, or premium, if any, interest or any other amounts on, any such note to any holder who is a fiduciary or partnership or other than the sole beneficial owner of such note if such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such additional amounts had it been the holder of the note.

Redemption for Tax Purposes

Unless otherwise described in a prospectus supplement, we may redeem the debt securities at our option, in whole but not in part, at a redemption price equal to 100% of the principal amount, together with accrued and unpaid interest and additional amounts, if any, to the date fixed for redemption, if at any time we determine in good faith that as a result of (1) any change in or amendment to the laws or treaties (or any regulations or rulings promulgated under these laws or treaties) of any taxing jurisdiction (or of any political subdivision or taxation authority thereof affecting taxation) or any change in the position regarding the application or official interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which change in position becomes effective after the issuance of the debt securities, or (2) any action taken by any taxing jurisdiction (or any political subdivision or taxing authority thereof affecting taxation) which action is generally applied or is taken with respect to the Company, we would be required as of the next interest payment date to pay additional amounts with respect to the debt securities as provided in "Payment of Additional Amounts" above and such requirements cannot be avoided by the use of reasonable measures (consistent with practices and interpretations generally followed or in effect at the time such measures could be taken) then available. If we elect to redeem the debt securities under this provision, we will give written notice of such election to the trustee and the holders of the debt securities. Interest on the debt securities will cease to accrue unless we default in the payment of the redemption price.

Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which we would be obliged to make such payment of additional amounts or withholding if a payment in respect of the debt securities were then due. In any event, prior to the publication or mailing or any notice of redemption of the debt securities pursuant to the foregoing, we will deliver to the trustee an opinion of independent tax counsel of recognized standing reasonably satisfactory to the trustee to the effect that the circumstances referred to above exist. The trustee will accept such opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it will be conclusive and binding on the holders of the debt securities.

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Global Debt securities

The debt securities of a series may be issued in whole or in part in the form of one or more global debt securities that will be deposited with, or on behalf of, a depositary identified in the prospectus supplement relating to such series.

The specific terms of the depositary arrangement with respect to a series of the debt securities will be described in the prospectus supplement relating to such series. We anticipate that the following provisions will apply to all depositary arrangements.

Upon the issuance of a global security, the depositary for such global security or its nominee will credit, on its book-entry registration and transfer system, the respective principal amounts of the debt securities represented by such global security. Such accounts will be designated by the underwriters or agents with respect to such debt securities or by us if such debt securities are offered and sold directly by us. Ownership of beneficial interests in a global security will be limited to persons that may hold interests through participants. Ownership of beneficial interests in such global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the depositary or its nominee (with respect to interests of participants) and on the records of participants (with respect to interests of persons other than participants). The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in a global security.

So long as the depositary for a global security, or its nominee, is the registered owner of such global security, such depositary or such nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by such global security for all purposes under the applicable indenture. Except as described below, owners of beneficial interests in a global security will not be entitled to have the debt securities of the series represented by such global security registered in their names and will not receive or be entitled to receive physical delivery of the debt securities of that series in definitive form.

Principal of, any premium and interest on, and any additional amounts with respect to, the debt securities registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the global security representing such debt securities. None of the trustee, any paying agent, the security registrar or us will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the global security for such debt securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

We expect that the depositary for a series of the debt securities or its nominee, upon receipt of any payment with respect to such debt securities, will credit immediately participants' accounts with payments in amounts proportionate to their respective beneficial interest in the principal amount of the global security for such debt securities as shown on the records of such depositary or its nominee. We also expect that payments by participants to owners of beneficial interests in such global security held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in "street name," and will be the responsibility of such participants.

The indentures provide that if:

(1)	the depositary for a series of the debt securities notifies us that it is unwilling or unable to continue as depositary or if such depositary ceases to be eligible under the applicable indenture and a successor depositary is not appointed by us within 90 days of written notice;

(2)	we determine that the debt securities of a particular series will no longer be represented by global securities and executes and delivers to the trustee a company order to such effect; or

(3)	an Event of Default with respect to a series of the debt securities has occurred and is continuing,

the global securities will be exchanged for the debt securities of such series in definitive form of like tenor and of an equal aggregate principal amount, in authorized denominations.

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Such definitive debt securities will be registered in such name or names as the depositary shall instruct the trustee. It is expected that such instructions may be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in global securities.

Governing Law

Each indenture and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in that state.

Information Concerning the Trustee

Unless otherwise specified in the applicable prospectus supplement, Deutsche Bank Trust Company Americas is the trustee and paying agent under the indentures and is one of a number of banks with which Aspen Holdings and its subsidiaries maintain banking relationships in the ordinary course of business.

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CERTAIN PROVISIONS APPLICABLE TO THE
SENIOR DEBT SECURITIES

Limitations on Liens on Stock of Designated Subsidiaries

Under the senior indenture, we covenanted that, so long as any debt securities are outstanding, we will not, nor will we permit any subsidiary to, create, assume, incur, guarantee or otherwise permit to exist any Indebtedness secured by any mortgage, pledge, lien, security interest or other encumbrance (each, a "Lien") upon any shares of capital stock of any Designated Subsidiary (whether such shares of stock are now owned or hereafter acquired) without effectively providing concurrently that the debt securities (and, if we so elect, any other Indebtedness of ours that is not subordinate to the debt securities and with respect to which the governing instruments require, or pursuant to which we are otherwise obligated, to provide such security) will be secured equally and ratably with such Indebtedness for at least the time period such other Indebtedness is so secured.

For purposes of the indenture, "capital stock" of any person means any and all share capital, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such person, including preferred stock, but excluding any debt securities convertible into such equity.

The term "Designated Subsidiary" means any present or future consolidated subsidiary of ours, the consolidated book value of which constitutes at least 20% of our consolidated book value. As of February 1, 2005, our only Designated Subsidiaries were Aspen Re and Aspen Bermuda.

The term "Indebtedness" means, with respect to any person:

(1)	the principal of and any premium and interest on (a) indebtedness of such person for money borrowed or (b) indebtedness evidenced by debt securities, debentures, bonds or other similar instruments for the payment of which such person is responsible or liable;

(2)	all capitalized lease obligations of such person;

(3)	all obligations of such person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);

(4)

all obligations of such person for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in (1) through (3) above) entered into in the ordinary course of business of such person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third business day following receipt by such person of a demand for reimbursement following payment on the letter of credit);

(5)	all obligations of the type referred to in clauses (1) through (4) of other persons and all dividends of other persons for the payment of which, in either case, such person is responsible or liable as obligor, guarantor or otherwise, the amount thereof being deemed to be the lesser of the stated recourse, if limited, and the amount of the obligations or dividends of the other person;

(6)

all obligations of the type referred to in clauses (1) through (5) of other persons secured by any mortgage, pledge, lien, security interest or other encumbrance on any property or asset of such person (whether or not such obligation is assumed by such person), the amount of such obligation being deemed to be the lesser of the value of such property or assets or the amount of the obligation so secured; and

(7)	any amendments, modifications, refundings, renewals or extensions of any indebtedness or obligation described as Indebtedness in clauses (1) through (6) above.

Limitations on Disposition of Stock of Designated Subsidiaries

The senior indenture also provides that, so long as any debt securities are outstanding and except in a transaction otherwise governed by such indenture, we will not, nor will we permit any subsidiary

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to (other than to us or another Designated Subsidiary) issue, sell, assign, transfer or otherwise dispose of any shares of, securities convertible into, or warrants, rights or options to subscribe for or purchase shares of, capital stock (other than preferred stock having no voting rights of any kind) of any Designated Subsidiary, and will not permit any Designated Subsidiary to issue (other than to us or another Designated Subsidiary) any shares (other than director's qualifying shares) of, or securities convertible into, or warrants, rights or options to subscribe for or purchase shares of, capital stock (other than preferred stock having no voting rights of any kind) of any Designated Subsidiary, if, after giving effect to any such transaction and the issuance of the maximum number of shares issuable upon the conversion or exercise of all such convertible securities, warrants, rights or options, the Designated Subsidiary would remain a subsidiary of the Company and we would own, directly or indirectly, less than 80% of the shares of capital stock of such Designated Subsidiary (other than preferred stock having no voting rights of any kind); provided, however, that the foregoing will not prohibit (1) any issuance, sale, assignment, transfer or other disposition made for at least a fair market value consideration as determined by our board of directors pursuant to a resolution adopted in good faith and (2) any such issuance or disposition of securities required by any law or any regulation or order of any governmental or insurance regulatory authority.

Notwithstanding the foregoing, (1) we may merge, amalgamate or consolidate any Designated Subsidiary into or with another direct or indirect subsidiary of ours, the shares of capital stock of which we own at least 80%, and (2) we may, subject to the provisions described under "Description of Debt Securities Consolidation, Amalgamation, Merger and Sale of Assets" above, sell, assign, transfer or otherwise dispose of the entire capital stock of any Designated Subsidiary at one time for at least a fair market value consideration as determined by our board of directors pursuant to a resolution adopted in good faith.

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CERTAIN PROVISIONS APPLICABLE TO THE
SUBORDINATED DEBT SECURITIES

The subordinated debt securities will, to the extent set forth in the subordinated indenture, be subordinate in right of payment to the prior payment in full of all Senior Indebtedness. As of February 1, 2005, none of our debt is secured. In the event of:

(1)	any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to us or to our creditors, as such, or to our assets; or

(2)	any voluntary or involuntary liquidation, dissolution or other winding up of ours, whether or not involving insolvency or bankruptcy; or

(3)	any assignment for the benefit of creditors or any other marshalling of assets and liabilities of ours;

then and in any such event the holders of Senior Indebtedness will be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision will be made for such payment in cash, before the holders of the subordinated debt securities are entitled to receive or retain any payment on account of principal of, or any premium or interest on, or any additional amounts with respect to, subordinated debt securities, and to that end the holders of Senior Indebtedness will be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of ours being subordinated to the payment of subordinated debt securities, which may be payable or deliverable in respect of subordinated debt securities in any such case, proceeding, dissolution, liquidation or other winding up event.

By reason of such subordination, in the event of our liquidation or insolvency, holders of Senior Indebtedness and holders of other obligations of ours that are not subordinated to Senior Indebtedness may recover more, ratably, than the holders of subordinated debt securities.

Subject to the payment in full of all Senior Indebtedness, the rights of the holders of subordinated debt securities will be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of ours applicable to such Senior Indebtedness until the principal of, any premium and interest on, and any additional amounts with respect to, subordinated debt securities have been paid in full.

No payment of principal (including redemption and sinking fund payments) of or any premium or interest on or any additional amounts with respect to the subordinated debt securities, or payments to acquire such securities (other than pursuant to their conversion), may be made (1) if any Senior Indebtedness of ours is not paid when due and any applicable grace period with respect to such default has ended and such default has not been cured or waived or ceased to exist, or (2) if the maturity of any Senior Indebtedness of ours has been accelerated because of a default. The subordinated indenture does not limit or prohibit us from incurring additional Senior Indebtedness, which may include Indebtedness that is senior to subordinated debt securities, but subordinate to our other obligations. The senior debt securities will constitute Senior Indebtedness under the subordinated indenture.

The term "Senior Indebtedness" means all Indebtedness of ours outstanding at any time, except:

(1)	the subordinated debt securities;

(2)	Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Indebtedness is subordinated to or ranks equally with the subordinated debt securities;

(3)	Indebtedness of ours to an affiliate of ours;

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(4)	interest accruing after the filing of a petition initiating any bankruptcy, insolvency or other similar proceeding unless such interest is an allowed claim enforceable against us in a proceeding under federal or state bankruptcy laws; and

(5)	trade accounts payable.

Such Senior Indebtedness will continue to be Senior Indebtedness and be entitled to the benefits of the subordination provisions irrespective of any amendment, modification or waiver of any term of such Senior Indebtedness.

The subordinated indenture provides that the foregoing subordination provisions, insofar as they relate to any particular issue of subordinated debt securities, may be changed prior to such issuance. Any such change would be described in the related prospectus supplement.

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DESCRIPTION OF THE WARRANTS TO PURCHASE ORDINARY
SHARES OR PREFERENCE SHARES

The following statements with respect to the ordinary share warrants and preference share warrants are summaries of, and subject to, the detailed provisions of a share warrant agreement to be entered into by us and a share warrant agent to be selected at the time of issue. The particular terms of any warrants offered by any prospectus supplement, and the extent to which the general provisions described below may apply to the offered securities, will be described in the prospectus supplement.

General

The share warrants, evidenced by share warrant certificates, may be issued under a share warrant agreement independently or together with any other securities offered by any prospectus supplement and may be attached to or separate from such other offered securities. If share warrants are offered, the related prospectus supplement will describe the designation and terms of the share warrants, including without limitation the following:

•	the offering price, if any;

•	the aggregate number of warrants;

•	the designation and terms of the ordinary shares or preference shares purchasable upon exercise of the share warrants;

•	if applicable, the date on and after which the share warrants and the related offered securities will be separately transferable;

•	the number of ordinary shares or preference shares purchasable upon exercise of one share warrant and the initial price at which such shares may be purchased upon exercise;

•	the date on which the right to exercise the share warrants shall commence and the date on which such right shall expire;

•	a discussion of certain U.S. federal income tax considerations;

•	the call provisions, if any;

•	the currency, currencies or currency units in which the offering price, if any, and exercise price are payable;

•	the antidilution provisions of the share warrants; and

•	any other terms of the share warrants.

The ordinary shares or preference shares issuable upon exercise of the share warrants will, when issued in accordance with the share warrant agreement, be fully paid and nonassessable.

Exercise of Share Warrants

Share warrants may be exercised by surrendering to the share warrant agent the share warrant certificate with the form of election to purchase on the reverse thereof duly completed and signed by the warrantholder, or its duly authorized agent (such signature to be guaranteed by a bank or trust company, by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. or by a member of a national securities exchange), indicating the warrantholder's election to exercise all or a portion of the share warrants evidenced by the certificate. Surrendered share warrant certificates will be accompanied by payment of the aggregate exercise price of the share warrants to be exercised, as set forth in the related prospectus supplement, in lawful money of the United States, unless otherwise provided in the related prospectus supplement. Upon receipt thereof by the share warrant agent, the share warrant agent will requisition from the transfer agent for the ordinary shares or the preference shares, as the case may be, for issuance and delivery to or upon the written order of the exercising warrantholder, a certificate representing the number of ordinary shares or preference shares purchased. If less than all of the share warrants evidenced by any share warrant certificate are

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exercised, the share warrant agent will deliver to the exercising warrantholder a new share warrant certificate representing the unexercised share warrants.

Antidilution and Other Provisions

The exercise price payable and the number of ordinary shares or preference shares purchasable upon the exercise of each share warrant and the number of share warrants outstanding will be subject to adjustment in certain events which will be described in a prospectus supplement. These may include the issuance of a stock dividend to holders of ordinary shares or preference shares, respectively, or a combination, subdivision or reclassification of ordinary shares or preference shares, respectively. In lieu of adjusting the number of ordinary shares or preference shares purchasable upon exercise of each share warrant, we may elect to adjust the number of share warrants. No adjustment in the number of shares purchasable upon exercise of the share warrants will be required until cumulative adjustments require an adjustment of at least 1% thereof. We may, at our option, reduce the exercise price at any time. No fractional shares will be issued upon exercise of share warrants, but we will pay the cash value of any fractional shares otherwise issuable. Notwithstanding the foregoing, in case of our consolidation, merger, or sale or conveyance of our property as an entirety or substantially as an entirety, the holder of each outstanding share warrant shall have the right to the kind and amount of shares of stock and other securities and property (including cash) receivable by a holder of the number of ordinary shares or preference shares into which such share warrants were exercisable immediately prior thereto.

No Rights as Shareholders

Holders of share warrants will not be entitled, by virtue of being such holders, to vote, to consent, to receive dividends, to receive notice as shareholders with respect to any meeting of shareholders for the election of our directors or any other matter, or to exercise any rights whatsoever as our shareholders.

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DESCRIPTION OF THE WARRANTS TO PURCHASE DEBT SECURITIES

The following statements with respect to the debt warrants are summaries of, and subject to, the detailed provisions of a debt warrant agreement to be entered into by us and a debt warrant agent to be selected at the time of issue. The particular terms of any warrants offered by any prospectus supplement, and the extent to which the general provisions described below may apply to the offered securities, will be described in the prospectus supplement.

General

The debt warrants, evidenced by debt warrant certificates, may be issued under a debt warrant agreement independently or together with any other securities offered by any prospectus supplement and may be attached to or separate from such other offered securities. If debt warrants are offered, the related prospectus supplement will describe the designation and terms of the debt warrants, including without limitation the following:

•	the offering price, if any;

•	the aggregate number of debt warrants;

•	the designation, aggregate principal amount and terms of the debt securities purchasable upon exercise of the debt warrants;

•	if applicable, the date on and after which the debt warrants and the related offered securities will be separately transferable;

•	the principal amount of debt securities purchasable upon exercise of one debt warrant and the price at which such principal amount of debt securities may be purchased upon exercise;

•	the date on which the right to exercise the debt warrants shall commence and the date on which such right shall expire;

•	a discussion of certain U.S. federal income tax considerations;

•	whether the warrants represented by the debt warrant certificates will be issued in registered or bearer form;

•	the currency, currencies or currency units in which the offering price, if any, and exercise price are payable;

•	the antidilution provisions of the debt warrants; and

•	any other terms of the debt warrants.

Warrantholders will not have any of the rights of holders of debt securities, including the right to receive the payment of principal of, any premium or interest on, or any additional amounts with respect to, the debt securities or to enforce any of the covenants of the debt securities or the applicable indenture except as otherwise provided in the applicable indenture.

Exercise of Debt Warrants

Debt warrants may be exercised by surrendering the debt warrant certificate at the office of the debt warrant agent, with the form of election to purchase on the reverse side of the debt warrant certificate properly completed and executed (with signature(s) guaranteed by a bank or trust company, by a broker or dealer which is a member of the National Association of Securities Dealers, Inc. or by a member of a national securities exchange), and by payment in full of the exercise price, as set forth in the related prospectus supplement. Upon the exercise of debt warrants, we will issue the debt securities in authorized denominations in accordance with the instructions of the exercising warrantholder. If less than all of the debt warrants evidenced by the debt warrant certificate are exercised, a new debt warrant certificate will be issued for the remaining number of debt warrants.

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DESCRIPTION OF THE PURCHASE CONTRACTS
AND THE PURCHASE UNITS

We may issue purchase contracts, obligating holders to purchase from us, and obligating us to sell to the holders, a specified number of our ordinary shares, preference shares, debt securities or securities of third parties, a basket of such securities, an index or indices of such securities or any combination of the above, as specified in the applicable prospectus supplement, at a future date or dates. The price per security may be fixed at the time the purchase contracts are issued or may be determined by reference to a specific formula set forth in the purchase contracts and to be described in the applicable prospectus supplement. The purchase contracts may be issued separately or as a part of purchase units consisting of a purchase contract and, as security for the holder's obligations to purchase the securities under the purchase contracts, either:

(1)	our senior debt securities or our subordinated debt securities;

(2)	our preference shares; or

(3)	debt obligations of third parties, including U.S. Treasury securities.

The applicable prospectus supplement will specify the securities that will secure the holder's obligations to purchase securities under the applicable purchase contract. Unless otherwise described in a prospectus supplement, the securities related to the purchase contracts securing the holders' obligations to purchase securities will be pledged to a collateral agent, for our benefit, under a pledge agreement. The pledged securities will secure the obligations of holders of purchase contracts to purchase securities under the related purchase contracts. The rights of holders of purchase contracts to the related pledged securities will be subject to our security interest in those pledged securities. That security interest will be created by the pledge agreement. No holder of purchase contracts will be permitted to withdraw the pledged securities related to such purchase contracts from the pledge arrangement except upon the termination or early settlement of the related purchase contracts. Subject to that security interest and the terms of the purchase contract agreement and the pledge agreement, each holder of a purchase contract will retain full beneficial ownership of the related pledged securities.

The purchase contracts may require us to make periodic payments to the holders of the purchase units or vice versa, and such payments may be unsecured or prefunded on some basis. The purchase contracts may require holders to secure their obligations in a specified manner and in certain circumstances we may deliver newly issued prepaid purchase contracts upon release to a holder of any collateral securing such holder's obligations under the original purchase contract.

The applicable prospectus supplement will describe the terms of any purchase contracts or purchase units and, if applicable, prepaid purchase contracts.

Except as described in a prospectus supplement, the collateral agent will, upon receipt of distributions on the pledged securities, distribute those payments to us or a purchase contract agent, as provided in the pledge agreement. The purchase contract agent will in turn distribute payments it receives as provided in the purchase contract.

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SELLING SHAREHOLDERS

The following table sets forth information as of February 4, 2005 regarding beneficial ownership of ordinary shares by each selling shareholder that may offer ordinary shares pursuant to this registration statement. When we refer to the "selling shareholders" in this prospectus, we mean those persons listed in the table below, as well as the pledgees, donees, assignees, transferees, successors and others who hold any of the selling shareholders' interest. Beneficial ownership is calculated based on 69,315,099 shares of our ordinary shares outstanding as of February 4, 2005.

Name and Address of Beneficial Owner (1)				Beneficial Ownership of Principal Shareholders Prior to the Offering (2)								Number of Ordinary Shares Offered				Beneficial Ownership of Principal Shareholders After the Offering (2)
				Number				Percentage								Number				Percentage
The Blackstone Group(4)					18,000,000				25.97	%				(3)				(3)				(3)
345 Park Avenue, 31st Floor New York, NY 10154 USA
Wellington Underwriting plc(5)					11,262,460				20.58	%(6)			(3	)			(3	)			(3	)
88 Leadenhall Street London EC3A 3BA England
Credit Suisse First Boston Private Equity(7)					7,000,000				10.10	%			(3	)			(3	)			(3	)
11 Madison Avenue, 16th Floor New York, NY 10010 USA
Candover Investments plc, its subsidiaries and funds under management(8)					6,980,700				10.07	%			(3	)			(3	)			(3	)
20 Old Bailey London EC4M 7LN England
3i Group plc					3,000,000				4.33	%			(3	)			(3	)			(3	)
91 Waterloo Road London SE1 8XP England
Phoenix Equity Partners(9)					3,000,000				4.33	%			(3	)			(3	)			(3	)
33 Glasshouse Street London W1B 5DG England
Montpelier Re Holdings Ltd.(10)					2,500,000				3.61	%			(3	)			(3	)			(3	)
Mintflower Place 8 Par-La-Ville Road Hamilton HM08 Bermuda
Appleby Trust (Bermuda) Limited(11)					867,931				3.63	%(6)			(3	)			(3	)			(3	)
Argyle House 41a Cedar Avenue Hamilton HM 12 Bermuda

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Name and Address of Beneficial Owner (1)				Beneficial Ownership of Principal Shareholders Prior to the Offering (2)								Number of Ordinary Shares Offered				Beneficial Ownership of Principal Shareholders After the Offering (2)
				Number				Percentage								Number				Percentage
The Lexicon Partnership LLP					100,000					*			(3	)			(3	)			(3	)
No. 1 Paternoster Square London EC4M 7DX England
Mourant & Co. Trustees Limited(12)					19,300					*			(3	)			(3	)			(3	)
22 Grenville Street St Helier Jersey JE4 8PX Channel Islands
Paul Myners (13)(14)					100,000					*			(3	)			(3	)			(3	)
Chairman
Ian Cormack (13)(15)					2,170					*			(3	)			(3	)			(3	)
Director
Heidi Hutter (13)(16)					4,340					*			(3	)			(3	)			(3	)
Director
Norman Rosenthal (13)(17)					6,850					*			(3	)			(3	)			(3	)
Director
Christopher O'Kane (13)(18)					30,430					*			(3	)			(3	)			(3	)
Chief executive officer and director
Julian Cusack (13)(19)					13,040					*			(3	)			(3	)			(3	)
Chief financial officer and director
Sarah Davies (13)(20)					13,040					*			(3	)			(3	)			(3	)
Chief operating officer
David May (13)(21)					6,520					*			(3	)			(3	)			(3	)
Head of casualty reinsurance
Andrew Aldwinckle (13)(22)					1,500					*			(3	)			(3	)			(3	)
Underwriter
Nicholas Kershaw Bonnar (13)(23)					16,120					*			(3	)			(3	)			(3	)
Head of specialty lines
Juliette Bonnar (13)(24)					1,500					*			(3	)			(3	)			(3	)
Christopher John Burtonshaw (13)(25)					4,000					*			(3	)			(3	)			(3	)
Claims manager
Ian Campbell (13)(26)					1,150					*			(3	)			(3	)			(3	)
Finance director
Michael P. Clifton (13)(27)					2,170					*			(3	)			(3	)			(3	)
Underwriter
Jacopo D'Antonio (13)(28)					2,170					*			(3	)			(3	)			(3	)
Underwriter
Clive Edwards (13)(29)					1,150					*			(3	)			(3	)			(3	)
Manager, UK commercial development

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Name and Address of Beneficial Owner (1)				Beneficial Ownership of Principal Shareholders Prior to the Offering (2)								Number of Ordinary Shares Offered				Beneficial Ownership of Principal Shareholders After the Offering (2)
				Number				Percentage								Number				Percentage
Hugh Charles Evans (13)(30)					1,150					*			(3	)			(3	)			(3	)
Planning & control, casualty
James Few (13)(31)					3,330					*			(3	)			(3	)			(3	)
Chief underwriting officer
Michael Fitzpatrick (13)					500					*			(3	)			(3	)			(3	)
Claims adjuster
Stephen Fox (13)(32)					2,170					*			(3	)			(3	)			(3	)
Senior underwriter
Michael Green (13)(33)					4,670					*			(3	)			(3	)			(3	)
Underwriter
Russell Griffiths (13)(34)					1,150					*			(3	)			(3	)			(3	)
Manager, UK commercial business unit
Stephen P.G. Hill (13)(35)					1,150					*			(3	)			(3	)			(3	)
Underwriter
Habib Kattan (13)(36)					5,475					*			(3	)			(3	)			(3	)
Richard Keeling (13)(37)					2,170					*			(3	)			(3	)			(3	)
Director, Aspen Re
Justin Joseph Lee (13)					400					*			(3	)			(3	)			(3	)
Underwriting assistant
Stefan Long (13)(38)					1,150					*			(3	)			(3	)			(3	)
Underwriter
Robert Mankiewitz (13)(39)					4,150					*			(3	)			(3	)			(3	)
Compliance officer
Nicholas Charles Marples (13)(40)					300					*			(3	)			(3	)			(3	)
Assistant claims manager
Andrew Mellor (13)(41)					1,150					*			(3	)			(3	)			(3	)
Underwriter
Thomas Milligan (13)(42)					4,430					*			(3	)			(3	)			(3	)
Underwriter
Alistair Milward (13)(43)					4,970					*			(3	)			(3	)			(3	)
Manager, reinsurance business unit
Ian Richard Oakley (13)(44)					1,150					*			(3	)			(3	)			(3	)
Underwriter
Peter Rowe (13)(45)					1,400					*			(3	)			(3	)			(3	)
Senior claims manager
Paul Rudden (13)(46)					8,340					*			(3	)			(3	)			(3	)
Senior underwriter
Jonathan Steer (13)(47)					1,150					*			(3	)			(3	)			(3	)
Claims manager
Toby Stubbs (13)(48)					3,330					*			(3	)			(3	)			(3	)

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Name and Address of Beneficial Owner (1)				Beneficial Ownership of Principal Shareholders Prior to the Offering (2)								Number of Ordinary Shares Offered				Beneficial Ownership of Principal Shareholders After the Offering (2)
				Number				Percentage								Number				Percentage
Mark Theaker (13)(49)					1,150					*			(3	)			(3	)			(3	)
Pricing control
Kate Vacher (13)(50)					3,330					*			(3	)			(3	)			(3	)
Underwriter/Head of business planning
Piers Vacher (13)(51)					3,330					*			(3	)			(3	)			(3	)
Underwriter

*	Less than 1%

(1)	Unless otherwise stated, the address for each director, officer and employee is c/o Aspen Insurance UK Limited, 100 Leadenhall Street, London EC3A 3DD, United Kingdom. The address for Mr. Cusack is c/o Aspen Insurance Holdings Limited, Victoria Hall, 11 Victoria Street, Hamilton HM 11, Bermuda.

(2)	Our bye-laws generally provide for voting adjustments in certain circumstances. See "Description of Share Capital — Voting Adjustments".

(3)

Each of the selling shareholders may offer up to the number of ordinary shares listed in the first column of this table, subject to the provisions of the registration rights agreement. The prospectus supplement issued in connection with any offering by any of the selling shareholders will provide further details with respect to the number of ordinary shares to be offered by each selling shareholder and the number of ordinary shares that would be beneficially owned by each selling shareholder following such an offering. The selling shareholders may elect to sell all or part of their ordinary shares in the event that we commit to an underwritten public offering of our ordinary shares. In addition, the selling shareholders may sell all or part of their ordinary shares in an offering in which we do not participate, subject to the provisions of the registration rights agreement. The decision by any of the selling shareholders to sell any of their respective ordinary shares in an offering will depend upon the market price of our ordinary shares at that time and other factors deemed relevant by such selling shareholder. Notwithstanding the registration of ordinary shares held by the selling shareholders, the selling shareholders may also sell their ordinary shares pursuant to applicable exemptions from registration, including but not limited to Rule 144 under the Securities Act.

(4)

Includes 13,730,800 ordinary shares held by BCP Excalibur Holdco (Cayman) Limited, 1,042,220 ordinary shares held by BFIP Excalibur Holdco (Cayman) Limited, 629,720 ordinary shares held by BGE Excalibur Holdco (Cayman) Limited and 2,597,260 ordinary shares held by BOCP Excalibur Holdco (Cayman) Limited. Blackstone FI2 Capital Partners (Cayman) L.P., a Cayman Islands exempted limited partnership ("BCP III"), Blackstone FI Offshore Capital Partners (Cayman) L.P., a Cayman Islands exempted limited partnership ("BOCP III") and Blackstone Family Investment Partnership (Cayman) III L.P., a Cayman Islands exempted limited partnership ("BFIP III"), are the sole members of BCP Excalibur Holdco (Cayman) Limited, BOCP Excalibur Holdco (Cayman) Limited, and BFIP Excalibur Holdco (Cayman) Limited, respectively. As the sole general partner of each of BCP III and BFIP III, and the sole investment general partner of BOCP III, Blackstone Management Associates III L.L.C., a Delaware limited liability company ("BMA III"), may be deemed to be the beneficial owner of 17,370,280 ordinary shares. As the sole member of BGE Excalibur II Limited, a Cayman Islands exempted limited company, which itself is the sole director and sole voting member of BGE Excalibur Holdco (Cayman) Limited, a Cayman Islands exempted limited company ("BGE"), Blackstone LR Associates (Cayman) III LDC, a Cayman Islands limited duration company ("BLR III") may be deemed to be the beneficial owner of 629,720 ordinary shares. Messrs. Peter

54

G. Peterson and Stephen A. Schwarzman are the founding members of each of BMA III and BLR III (the "Blackstone Founding Members") and have the shared power to vote or to direct the vote of, and to dispose or to direct the disposition of, the shares of the identified class of securities that may be deemed to be beneficially owned by BMA III or BLR III. As a result, the Blackstone Founding Members may be deemed to beneficially own the ordinary shares that BMA III or BLR III may be deemed to beneficially own, but they disclaim any such beneficial ownership except to the extent of their individual pecuniary interest in such ordinary shares. Prakash Melwani, one of our directors, is a Senior Managing Director in the Private Equity Group of Blackstone. Mr. Melwani disclaims beneficial ownership of any of the ordinary shares or options held by Blackstone.

(5)

11,262,460 ordinary shares are being registered. Does not include exercisable options to purchase 3,781,120 non-voting shares, which options have become exercisable or lapse upon the occurrence of several events and which non-voting shares will automatically convert into ordinary shares at a one-to-one ratio upon issuance. The computation of the percentage of beneficial ownership prior to the offering includes 3,781,120 options which have become exercisable. For a more detailed description of the Investor Options, see Part II, Item 5(h) set forth in our Annual Report on Form 10-K for the year ended December 31, 2003. We have been notified by Wellington that it has entered into a loan agreement with Barclays Bank plc and a syndicate of banks. Wellington has pledged its ordinary shares in Aspen Holdings to Barclays Bank plc and the syndicate under the loan facility. If Wellington defaults under the loan agreement, it is possible that Barclays and the syndicate would become shareholders in Aspen Holdings. Julian Avery, one of our directors, was Chief Executive Officer of Wellington until September 20, 2004.

(6)

Includes the outstanding ordinary shares and, for the computation of the percentage of beneficial ownership prior to the offering for Wellington and the Names' Trustee, assumes the exercise of all outstanding options on a cash basis by Wellington or the Names' Trustee, as the case may be, to purchase non-voting shares, which non-voting shares so acquired will automatically convert into ordinary shares upon issuance. We note that both the Names' Trustee and Wellington have the ability to exercise their options on a cashless basis, which would impact the number of ordinary shares issued upon exercise. However, we are unable at this time to calculate the number of ordinary shares issued upon a cashless exercise of the outstanding options because the calculation involves average market price of the ordinary shares over a period of time prior to the exercise date, we have assumed for purposes of the computation of the percentage of the beneficial ownership that the options are exercised on a cash basis. Ordinary shares issued upon the exercise of options on a cashless basis will be issued as a bonus issue of shares in accordance with section 40(2)(a) of the Companies Act. This section provides that the share premium account of a company may be applied in paying up shares issued to shareholders as fully paid shares.

(7)

Includes 827,190 ordinary shares held by MBP III Plan Investors, L.P., 31,470 ordinary shares held by Millennium Partners II, L.P., 46,300 ordinary shares held by DLJ MB Partners III GmbH & Co. KG, 69,780 ordinary shares held by DLJ Offshore Partners III-2, C.V., 97,970 ordinary shares held by DLJ Offshore Partners III-1, C.V., 381,740 ordinary shares held by DLJ Offshore Partners III, C.V., and 5,545,550 ordinary shares held by DLJMB Overseas Partners III, C.V., which, along with all of the shareholders named in this footnote are referred to collectively as the "DLJ Related Entities." Credit Suisse First Boston, a Swiss bank, owns all the voting stock of Credit Suisse First Boston (USA), Inc. (formerly Donaldson, Lufkin & Jenrette, Inc.) ("CSFB-USA"). The DLJ Related Entities are merchant banking funds advised by indirect subsidiaries of CSFB USA. Affiliates of DLJ Related Entities own an approximately 4.4% interest in Montpelier Re Holdings Ltd., which is also a beneficial owner of the ordinary shares of the Company. See footnote (9) below. Kamil Salame, one of our directors, is a partner of DLJ Merchant Banking Partners, the primary private funds of Credit Suisse First Boston's Alternative Capial Division. On December 7, 2004, Credit Suisse First Boston announced that it

55

intends to spin out its DLJ Merchant Banking business, including the transfer of the management of the DLJ Related Entities to an independent company to be formed by investment professionals from the existing DLJ Merchant Banking business. It is anticipated that Credit Suisse First Boston will engage the new company as a subadvisor to manage the existing investments of the DLJ Related Entities. Mr. Salame disclaims beneficial ownership of any of the ordinary shares owned by the DLJ Related Entities.

(8)

Includes 783,050 ordinary shares held by Candover Investments plc, 35,620 ordinary shares held by Candover (Trustees) Limited, 153,790 ordinary shares held by Candover 2001 GmbH & Co. KG, 466,630 ordinary shares held by Candover Partners Limited as general partner of Candover 2001 Fund US No. 5 Limited Partnership, 111,680 ordinary shares held by Candover Partners Limited as general partner of Candover 2001 Fund US No. 4 Limited Partnership, 394,250 ordinary shares held by Candover Partners Limited as general partner of Candover 2001 Fund US No. 3 Limited Partnership, 699,290 ordinary shares held by Candover Partners Limited as general partner of Candover 2001 Fund US No. 2 Limited Partnership, 1,109,410 ordinary shares held by Candover Partners Limited as general partner of Candover 2001 Fund US No. 1 Limited Partnership, 634,880 ordinary shares held by Candover Partners Limited as general partner of Candover 2001 Fund UK No. 6 Limited Partnership, 81,490 ordinary shares held by Candover Partners Limited as general partner of Candover 2001 Fund UK No. 5 Limited Partnership, 115,670 ordinary shares held by Candover Partners Limited as general partner of Candover 2001 Fund UK No. 4 Limited Partnership, 1,170,400 ordinary shares held by Candover Partners Limited as general partner of Candover 2001 Fund UK No. 3 Limited Partnership, 365,420 ordinary shares held by Candover Partners Limited as general partner of Candover 2001 Fund UK No. 2 Limited Partnership and 859,120 ordinary shares held by Candover Partners Limited as general partner of Candover 2001 Fund UK No. 1 Limited Partnership, but excludes 19,300 ordinary shares held by Mourant & Co. Trustees Limited ("Mourant") as trustee of The Candover 2001 Employee Benefit Trust.

(9)

Includes 8,440 ordinary shares held by Phoenix Equity Partners IV Co-Investment Plan, 9,240 ordinary shares held by Phoenix Equity Partners III & IV Executive Investment Plan L.P., 197,850 ordinary shares held by Phoenix Equity Nominees Limited as attorney for Donaldson, Lufkin & Jenrette Securities Corporation, 408,050 ordinary shares held by Phoenix Equity Partners IV "C" L.P., 1,061,420 ordinary shares held by Phoenix Equity Partners IV "B" L.P. and 1,315,000 ordinary shares held by Phoenix Equity Partners IV "A" L.P. (collectively, the "Phoenix Equity Partners"). Phoenix Equity Nominees Limited holds these shares on behalf of the Phoenix Equity Partners as their nominee or attorney-in-fact. As the sole general partner of each of Phoenix Equity Partners III & IV Executive Investment Plan, Phoenix Equity Partners IV "C," Phoenix Equity Partners IV "B" and Phoenix Equity Partners IV "A," Phoenix General Partner Limited Partnership IV, a U.K. Limited Partnership ("PGPLP IV"; which in turn is managed by Phoenix Thistle General Partner Limited and Phoenix Equity Partners Limited), may be deemed to be the beneficial owner of 2,793,710 ordinary shares. Messrs. David Gregson, Hugh Lenon, James Thomas, Alastair Muirhead, David Burns, Kevin Keck, Adrian Yurkwich and Richard Daw are the directors of Phoenix Equity Partners Limited and have the shared power to vote or to direct the vote of, and to dispose or to direct the disposition of, the shares of the identified class of securities that may be deemed to be beneficially owned by Phoenix Equity Partners III & IV Executive Investment Plan, Phoenix Equity Partners IV "C," Phoenix Equity Partners IV "B" and Phoenix Equity Partners IV "A." As a result, the directors of Phoenix Equity Partners Limited may be deemed to beneficially own the ordinary shares that Phoenix Equity Partners III & IV Executive Investment Plan, Phoenix Equity Partners IV "C," Phoenix Equity Partners IV "B" and Phoenix Equity Partners IV "A" may be deemed to beneficially own, but they disclaim any such beneficial ownership except to the extent of their individual pecuniary interest in such ordinary shares. In addition, CSFB is an investor in Aspen Holdings through its investment in Phoenix Equity Partners. CSFB, through its affiliate DLJ Investment Partner II Limited, is entitled to 14% of the management fees relating to the management of Phoenix Equity Partners.

56

(10)	2,500,000 ordinary shares are held by Montpelier Re., a direct subsidiary of Montpelier Re Holdings Ltd.

(11)

867,931 ordinary shares held by the Names' Trustee, formerly known as Harrington Trust Limited which holds the ordinary shares for the benefit of the Unaligned Members. Does not include options to purchase 1,710,398 non-voting shares. The computation of the percentage of beneficial ownership prior to the offering includes 1,710,398 options which are exercisable. Options held by the Names' Trustee for the benefit of the Unaligned Members become exercisable or lapse upon the occurrence of several events and which non-voting shares will automatically convert into ordinary shares at a one-to-one ratio upon issuance. For a more detailed description of the Investor Options, see Part II, Item 5(h) set forth in our Annual Report on Form 10-K for the year ended December 31, 2003. The Names' Trustee, as the successor trustee of the Names' Trust, is the holder of ordinary shares and options in the Company for the benefit of the Unaligned Members effective November 2003.

(12)	Does not include ordinary shares held by Candover Investments plc, its subsidiaries and funds under management. See footnote 8 above.

(13)

Except as otherwise indicated, each selling shareholder is either an employee, a former employee, a relative of such a person, or a trust for the benefit of one of the foregoing persons or his or her family members. Outstanding ordinary shares held by employee selling shareholders are included in this registration statement, and it does not include vested options held by such employee selling shareholders. For a description of the terms of the options held by such individual selling shareholders granted under our employee share option plan, see "Executive Compensation — Share Incentive Plan" set forth in Part III, Item 11, in our Annual Report on Form 10-K for the year ended December 31, 2003. Directors, officers and employees may not trade in the Company's shares during blackout periods, the regular ones of which currently commence seven days after the end of each quarter and end three days after the Company announces its quarterly or yearly earnings. In addition, officers and employees who held ordinary shares or were granted options to purchase ordinary shares in the Company prior to our initial public offering are each party to a management shareholder's agreement pursuant to which they are restricted from selling their ordinary shares through approximately August 2008, subject to certain exceptions including registration rights under the registration rights agreement and 5% of their pre-initial public offering shareholdings per year.

(14)	Mr. Myners also holds vested options exercisable for 152,343 ordinary shares which are not included in this registration statement.

(15)	Mr. Cormack also holds vested options exercisable for 19,758 ordinary shares which are not included in this registration statement.

(16)

Ms. Hutter, one of our directors, is the beneficial owner of 870 ordinary shares. Includes 3,470 ordinary shares held by The Black Diamond Group, LLC. As Chief Executive Officer of The Black Diamond Group, LLC, Ms. Hutter has shared voting and investment power over the 3,470 ordinary shares beneficially owned by The Black Diamond Group, LLC. The business address of Ms. Hutter is c/o Black Diamond Group, 100 Congress Avenue, Suite 2000, Austin Texas 78701. Ms. Hutter also holds vested options exercisable for 39,522 ordinary shares which are not included in this registration statement.

(17)

Mr. Rosenthal also holds vested options exercisable for 19,758 ordinary shares which are not included in this registration statement. Mr. Rosenthal, one of our directors, was nominated by Blackstone and appointed by the board of directors. Mr. Rosenthal disclaims beneficial ownership of any of the ordinary shares held by Blackstone. The business address of Mr. Rosenthal is c/o Norman L. Rosenthal & Associates, Inc., 415 Spruce Street, Philadelphia, PA 19106.

(18)	Mr. O'Kane also holds vested options exercisable for 481,037 ordinary shares which are not included in this registration statement.

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(19)	Mr. Cusack also holds vested options exercisable for 164,017 ordinary shares which are not included in this registration statement.

(20)	Ms. Davies also holds vested options exercisable for 153,715 ordinary shares which are not included in this registration statement.

(21)

The 6,520 ordinary shares held by Mr. May include 300 ordinary shares held by Mr. May's son Aaron Nicholas May, 300 ordinary shares held by his son Jacob Marcus May, 300 ordinary shares held by his daughter Kendra Bethany May and 300 ordinary shares held by his son Toby Sebastian May. Mr. May also holds vested options exercisable for 75,175 ordinary shares which are not included in this registration statement.

(22)	Mr. Aldwinckle also holds vested options exercisable for 12,964 ordinary shares which are not included in this registration statement.

(23)	Includes 14,120 ordinary shares, 500 ordinary shares held by Mr. Bonnar as guardian for C. Bonnar, 500 ordinary shares held by Mr. Bonnar as guardian for E. Bonnar, 1,000 ordinary shares held by Mr. Bonnar as guardian for R. Bonnar. Mr. Bonnar also holds vested options exercisable for 46,981 ordinary shares which are not included in this registration statement.

(24)	Mrs. Bonnar is the wife of Mr. Bonnar.

(25)	Mr. Burtonshaw also holds vested options exercisable for 3,298 ordinary shares which are not included in this registration statement.

(26)	Mr. Campbell also holds vested options exercisable for 22,489 ordinary shares which are not included in this registration statement.

(27)	Mr. Clifton also holds vested options exercisable for 19,758 ordinary shares which are not included in this registration statement.

(28)	Mr. D'Antonio also holds vested options exercisable for 19,758 ordinary shares which are not included in this registration statement.

(29)	Mr. Edwards also holds vested options exercisable for 10,539 ordinary shares which are not included in this registration statement.

(30)	Mr. Evans also holds vested options exercisable for 10,539 ordinary shares which are not included in this registration statement.

(31)	Mr. Few also holds vested options exercisable for 47,496 ordinary shares which are not included in this registration statement.

(32)	Mr. Fox also holds vested options exercisable for 19,758 ordinary shares which are not included in this registration statement.

(33)	Mr. Green also holds vested options exercisable for 19,758 ordinary shares which are not included in this registration statement

(34)	Mr. Griffiths also holds vested options exercisable for 10,539 ordinary shares which are not included in this registration statement.

(35)	Mr. Hill also holds vested options exercisable for 10,539 ordinary shares which are not included in this registration statement.

(36)	Mr. Kattan was formerly an employee whose position was of reinsurance manager.

(37)	Mr. Keeling also holds vested options exercisable for 19,758 ordinary shares which are not included in this registration statement.

(38)	Mr. Long also holds vested options exercisable for 10,539 ordinary shares which are not included in this registration statement.

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(39)	Mr. Mankiewitz also holds vested options exercisable for 10,539 ordinary shares which are not included in this registration statement.

(40)	Mr. Marples also holds vested options exercisable for 1,940 ordinary shares which are not included in this registration statement.

(41)	Mr. Mellor also holds vested options exercisable for 10,539 ordinary shares which are not included in this registration statement.

(42)	Mr. Milligan also holds vested options exercisable for 18,439 ordinary shares which are not included in this registration statement.

(43)	Mr. Milward also holds vested options exercisable for 19,758 ordinary shares which are not included in this registration statement.

(44)	Mr. Oakley also holds vested options exercisable for 10,539 ordinary shares which are not included in this registration statement.

(45)	Mr. Rowe also holds vested options exercisable for 10,539 ordinary shares which are not included in this registration statement.

(46)	Mr. Rudden also holds vested options exercisable for 39,522 ordinary shares which are not included in this registration statement.

(47)	Mr. Steer also holds vested options exercisable for 10,539 ordinary shares which are not included in this registration statement.

(48)	Mr. Stubbs also holds vested options exercisable for 30,297 ordinary shares which are not included in this registration statement. Mr. Stubbs was formerly an employee whose position was of an underwriter.

(49)	Mr. Theaker also holds vested options exercisable for 10,539 ordinary shares which are not included in this registration statement.

(50)	Mrs. Vacher also holds vested options exercisable for 47,496 ordinary shares which are not included in this registration statement.

(51)	Mr. Vacher also holds vested options exercisable for 38,057 ordinary shares which are not included in this registration statement.

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MATERIAL TAX CONSIDERATIONS

The following summary of our taxation, the taxation of Aspen Holdings and the taxation of our shareholders and holders of debt securities is based upon current law and is for general information only. Legislative, judicial or administrative changes may be forthcoming that could affect this summary. Additional information regarding the specific tax effect of each offering of securities will be set forth in the related prospectus supplement.

The following legal discussion (including and subject to the matters and qualifications set forth in such summary) of the material tax considerations (i) under "Material Tax Considerations — Taxation of Aspen Holdings and Subsidiaries — Bermuda", "Material Tax Considerations — Taxation of Shareholders — Bermuda Taxation" and "Material Tax Considerations — Taxation of Holders of Debt Securities — Bermuda Taxation" is based upon the advice of Appleby Spurling Hunter, Hamilton, Bermuda, our Bermuda counsel, (ii) under "Material Tax Considerations — Taxation of Aspen Holdings and Subsidiaries — United Kingdom" is based upon the advice of LeBoeuf, Lamb, Greene & MacRae, London, United Kingdom, and (iii) under "Material Tax Considerations — Taxation of Aspen Holdings and Subsidiaries — United States", "Material Tax Considerations —Taxation of Shareholders — United States Taxation" and "Material Tax Considerations — Taxation of Holders of Debt Securities — United States Taxation" is based upon the advice of LeBoeuf, Lamb, Greene & MacRae, L.L.P., New York, New York, (the advice of such firms does not include any factual or accounting matters, determinations or conclusions, amounts and computations and amounts of components thereof or facts relating to our business or activities. The discussion is based upon current law. The tax treatment of a holder of shares or debt securities, or of a person treated as a holder of shares or debt securities for U.S. federal income, state, local or non-U.S. tax purposes, may vary depending on the holder's particular tax situation. Statements contained herein as to the beliefs, expectations and conditions of Aspen Holdings and its subsidiaries as to the application of such tax laws or facts represent the view of management as to the application of such laws and do not represent the opinions of counsel. PROSPECTIVE INVESTORS SHOULD CAREFULLY EXAMINE THE RELATED PROSPECTUS SUPPLEMENT AND SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF OWNING OUR SHARES OR DEBT SECURITIES.

Taxation of Aspen Holdings and Subsidiaries

Bermuda.

Under current Bermuda law, there is no income, corporate or profits tax or withholding tax, capital gains tax or capital transfer tax, estate or inheritance tax payable by us or our shareholders, other than shareholders ordinarily resident in Bermuda, if any. Aspen Holdings and Aspen Bermuda have each obtained from the Minister of Finance under The Exempted Undertaking Tax Protection Act 1966, as amended, an assurance that, in the event that Bermuda enacts legislation imposing tax computed on profits, income, any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance, then the imposition of any such tax shall not be applicable to Aspen Holdings and Aspen Bermuda or to any of their operations or their shares, debentures or other obligations, until March 28, 2016. Aspen Holdings and Aspen Bermuda could be subject to taxes in Bermuda after that date. This assurance is subject to the proviso that it is not to be construed so as to prevent the application of any tax or duty to such persons as are ordinarily resident in Bermuda or to prevent the application of any tax payable in accordance with the provisions of the Land Tax Act 1967 or otherwise payable in relation to any property leased to Aspen Holdings and Aspen Bermuda. Aspen Holdings and Aspen Bermuda each pay annual Bermuda government fees, and Aspen Bermuda pays annual insurance license fees. In addition, all entities employing individuals in Bermuda are required to pay a payroll tax and there are other sundry taxes payable, directly or indirectly, to the Bermuda government.

United Kingdom.

Aspen U.K. Holdings, Aspen Re and Aspen U.K. Services are companies incorporated and managed in the United Kingdom and are, therefore, resident in the United Kingdom for United

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Kingdom corporation tax purposes and will be subject to the United Kingdom corporation tax on their worldwide profits (including revenue profits and capital gains), whether or not such profits are remitted to the United Kingdom. The maximum rate of United Kingdom corporation tax is currently 30% on profits of whatever description. Currently, no United Kingdom withholding tax applies to dividends paid by Aspen U.K. Holdings, Aspen Re and Aspen U.K. Services. Dividends received by Aspen U.K. Holdings from Aspen Re and Aspen U.K. Services should be exempt from U.K. corporation tax pursuant to the exemption contained in Section 208 Income and Corporation Taxes Act 1988.

None of us except for Aspen U.K. Holdings, Aspen Re and Aspen U.K. Services are incorporated in the United Kingdom. Accordingly, except for Aspen U.K. Holdings, Aspen Re and Aspen U.K. Services, we should not be treated as being resident in the United Kingdom unless our central management and control is exercised in the United Kingdom. The concept of central management and control is indicative of the highest level of control of a company, which is wholly a question of fact. The directors of each of us, other than Aspen U.K. Holdings, Aspen Re and Aspen U.K. Services, intend to manage our affairs so that none of us, other than Aspen U.K. Holdings, Aspen Re and Aspen U.K. Services, are resident in the United Kingdom for tax purposes.

A company not resident in the United Kingdom for corporation tax purposes can nevertheless be subject to U.K. corporation tax if it carries on a trade through a permanent establishment in the United Kingdom but the charge to U.K. corporation tax is limited to profits (including revenue profits and capital gains) attributable directly or indirectly to such permanent establishment.

The directors of each of us, other than Aspen U.K. Holdings, Aspen Re and Aspen U.K. Services (which should be treated as resident in the United Kingdom by virtue of being incorporated and managed there), intend that we will operate in such a manner so that none of us, other than Aspen U.K. Holdings, Aspen Re and Aspen U.K. Services, carry on a trade through a permanent establishment in the United Kingdom. Nevertheless, because neither case law nor U.K. statute definitively defines the activities that constitute trading in the United Kingdom through a permanent establishment, the U.K. Inland Revenue might contend that any of us, other than Aspen U.K. Holdings, Aspen Re and Aspen U.K. Services, are/is trading in the United Kingdom through a permanent establishment in the United Kingdom.

The United Kingdom has no income tax treaty with Bermuda. There are circumstances in which companies that are neither resident in the United Kingdom nor entitled to the protection afforded by a double tax treaty between the United Kingdom and the jurisdiction in which they are resident may be exposed to income tax in the United Kingdom (other than by deduction or withholding) on the profits of a trade carried on there even if that trade is not carried on through a permanent establishment but the directors of each of us intend that we will operate in such a manner that none of us will fall within the charge to income tax in the United Kingdom (other than by deduction or withholding) in this respect.

If any of us, other than Aspen U.K. Holdings, Aspen Re and Aspen U.K. Services, were treated as being resident in the United Kingdom for U.K. corporation tax purposes, or if any of us were to be treated as carrying on a trade in the United Kingdom through a permanent establishment, our results of operations and your investment could be materially adversely affected.

United States.

The following discussion is a summary of all material U.S. federal income tax considerations relating to our operations. A foreign corporation that is engaged in the conduct of a U.S. trade or business will be subject to U.S. tax as described below, unless entitled to the benefits of an applicable tax treaty. Whether business is being conducted in the United States is an inherently factual determination. Because the Internal Revenue Code of 1986, as amended (the "Code"), regulations and court decisions fail to identify definitively activities that constitute being engaged in a trade or business in the United States, we cannot be certain that the Internal Revenue Service ("IRS") will not contend successfully that Aspen Holdings and/or its foreign subsidiaries are or will be engaged in a trade or business in the United States based on activities in addition to the binding authorities

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discussed below. A foreign corporation deemed to be so engaged would be subject to U.S. income tax at regular corporate rates, as well as the branch profits tax, on its income which is treated as effectively connected with the conduct of that trade or business unless the corporation is entitled to relief under the permanent establishment provision of an applicable tax treaty, as discussed below. Such income tax, if imposed, would be based on effectively connected income computed in a manner generally analogous to that applied to the income of a U.S. corporation, except that a foreign corporation is generally entitled to deductions and credits only if it timely files a U.S. federal income tax return. Aspen Bermuda intends to file protective U.S. federal income tax returns on a timely basis in order to preserve the right to claim income tax deductions and credits if it is ever determined that it is subject to U.S. federal income tax. The highest marginal federal income tax rates currently are 35% for a corporation's effectively connected income and 30% for the additional "branch profits" tax.

If Aspen Bermuda is entitled to the benefits under the income tax treaty between Bermuda and the United States (the "Bermuda Treaty"), Aspen Bermuda would not be subject to U.S. income tax on any income found to be effectively connected with a U.S. trade or business unless that trade or business is conducted through a permanent establishment in the United States. No regulations interpreting the Bermuda Treaty have been issued. Aspen Bermuda currently intends to conduct its activities so that it does not have a permanent establishment in the United States, although we cannot be certain that we will achieve this result.

An insurance enterprise resident in Bermuda generally will be entitled to the benefits of the Bermuda Treaty if (i) more than 50% of its shares are owned beneficially, directly or indirectly, by individual residents of the United States or Bermuda or U.S. citizens and (ii) its income is not used in substantial part, directly or indirectly, to make disproportionate distributions to, or to meet certain liabilities of, persons who are neither residents of either the United States or Bermuda nor U.S. citizens. We cannot be certain that Aspen Bermuda will be eligible for Bermuda Treaty benefits immediately following the offering or in the future because of factual and legal uncertainties regarding the residency and citizenship of Aspen Holdings' shareholders. Aspen Holdings would not be eligible for treaty benefits because it is not an insurance company. Accordingly, Aspen Holdings and Aspen Bermuda have conducted and intend to conduct substantially all of their foreign operations outside the United States and to limit their U.S. contacts so that neither Aspen Holdings nor Aspen Bermuda should be treated as engaged in the conduct of a trade or business in the United States.

Foreign insurance companies carrying on an insurance business within the United States have a certain minimum amount of effectively connected net investment income, determined in accordance with a formula that depends, in part, on the amount of U.S. risk insured or reinsured by such companies. If Aspen Bermuda is considered to be engaged in the conduct of an insurance business in the United States and it is not entitled to the benefits of the Bermuda Treaty in general (because it fails to satisfy one of the limitations on treaty benefits discussed above), the Code could subject a significant portion of Aspen Bermuda's investment income to U.S. income tax. In addition, while the Bermuda Treaty clearly applies to premium income, it is uncertain whether the Bermuda Treaty applies to other income such as investment income. If Aspen Bermuda is considered engaged in the conduct of an insurance business in the United States and is entitled to the benefits of the Bermuda Treaty in general, but the Bermuda Treaty is interpreted to not apply to investment income, a significant portion of Aspen Bermuda's investment income could be subject to U.S. income tax.

Under the income tax treaty between the United Kingdom and the United States, a U.K. company is entitled to the benefits of the U.K. Treaty (the "U.K. Treaty") only if various complex requirements can be satisfied. Broadly, these requirements include (i) during at least half of the days during the relevant taxable period, at least 50% of Aspen U.K. Holdings', Aspen Re's and Aspen U.K. Services' stock must be beneficially owned, directly or indirectly, by citizens or residents of the United States and the United Kingdom, and less than 50% of each of Aspen U.K. Holdings', Aspen Re's and Aspen U.K. Services' gross income for the relevant taxable period is paid or accrued, directly or indirectly, to persons who are not U.S. or U.K. residents in the form of payments that are deductible for purposes of U.K. taxation, (ii) with respect to specific items of income, profit or gain derived from the United States, if such income, profit or gain is considered to be derived in connection with, or incidental to each of Aspen U.K. Holdings', Aspen Re's and Aspen U.K. Services' business conducted

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in the United Kingdom or (iii) at least 50% of the aggregate vote and value of their shares is owned directly or indirectly by five or fewer companies the principal class of shares of which is listed and regularly traded on a recognized stock exchange. Although we cannot be certain that Aspen U.K. Holdings, Aspen Re and Aspen U.K. Services will be eligible for treaty benefits under the U.K. Treaty because of factual and legal uncertainties regarding (i) the residency and citizenship of Aspen Holdings' shareholders, and (ii) the interpretation of what constitutes income incidental to or connected with a trade or business in the United Kingdom, we will endeavor to so qualify. As a result, Aspen U.K. Holdings, Aspen Re and Aspen U.K. Services should be subject to U.S. federal income tax on their income found to be effectively connected with a U.S. trade or business only if such income is attributable to the conduct of a trade or business carried on through a permanent establishment in the United States and the branch profits tax will not apply. Aspen U.K. Holdings and Aspen U.K. Services each have conducted and intend to conduct their activities in a manner so that each of them should not have a permanent establishment in the United States, although we cannot be certain that we will achieve this result. Because of the binding authorities granted by Aspen Re to Aspen Re America and Aspen Management it is likely that Aspen Re would be characterized as having a permanent establishment in the United States and the IRS may be able to successfully assert that Aspen Re has a permanent establishment in the United States as a result of the WU Inc. binding authorities. However, we believe that such characterization and successful assertion by the IRS should not materially adversely affect our results of operations or your investment.

Under the U.K. Treaty, the additional U.S. branch profits tax may be imposed at a rate of up to 5% absent an applicable exception to the extent Aspen U.K. Holdings, Aspen Re or Aspen U.K. Services has a permanent establishment in the United States.

Foreign corporations not engaged in a trade or business in the United States are nonetheless subject to U.S. income tax imposed by withholding on certain "fixed or determinable annual or periodic gains, profits and income" derived from sources within the United States (such as dividends and certain interest on investments), subject to exemption under the Code or reduction by applicable treaties. Generally under the U.K. Treaty the withholding rate is reduced (1) on dividends from less than 10% owned corporations to 15%, (2) on dividends from 10% or more owned corporations to 5% and (3) on interest to 0%. The Bermuda Treaty does not reduce the U.S. withholding rate on U.S.-sourced investment income.

The United States also imposes an excise tax on insurance and reinsurance premiums paid to foreign insurers or reinsurers with respect to risks located in the United States. The rates of tax applicable to premiums paid to Aspen Bermuda are 4% for casualty insurance premiums and 1% for reinsurance premiums. The excise tax does not apply to premiums paid to Aspen Re if (i) it is entitled to the benefits of the U.K. Treaty and (ii) the policies are not entered into as part of a conduit arrangement.

Aspen U.S. Holdings, Aspen Re America and Aspen U.S. Services are Delaware corporations, Aspen Specialty is a North Dakota corporation and Aspen Management is a Massachusetts corporation and as such each is subject to taxation in the United States at regular corporate rates. Additionally dividends paid by Aspen U.S. Holdings will be subject to a 30% U.S. withholding tax subject to reduction under the income tax treaty between the United States and the United Kingdom to 5%.

Taxation of Shareholders

Bermuda Taxation.

Currently, there is no Bermuda withholding or other tax payable on principal, interests or dividends paid to the holders of the ordinary shares.

United States Taxation.

The following summary sets forth the material United States federal income tax considerations related to the purchase, ownership and disposition of our shares. Unless otherwise stated, this

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summary deals only with shareholders that are U.S. Persons (as defined below) who purchase their shares in an offering pursuant to a related prospectus supplement, who did not own (directly or indirectly through foreign entities or constructively) shares of Aspen Holdings prior to such offering and who hold their ordinary shares as capital assets within the meaning of section 1221 of the Code. The following discussion is only a discussion of the material U.S. federal income tax matters as described herein and does not purport to address all of the U.S. federal income tax consequences that may be relevant to a particular shareholder in light of such shareholder's specific circumstances. In addition, the following summary does not address the U.S. federal income tax consequences that may be relevant to special classes of shareholders, such as financial institutions, insurance companies, regulated investment companies, real estate investment trusts, financial asset securitization investment trusts, dealers or traders in securities, tax exempt organizations, expatriates, investors in pass through entities, persons who are considered with respect to any of us as "United States shareholders" for purposes of the controlled foreign corporation ("CFC") rules of the Code (generally, a U.S. Person, as defined below, who owns or is deemed to own 10% or more of the total combined voting power of all classes of Aspen Holdings or the stock of any of our foreign subsidiaries entitled to vote (i.e., 10% U.S. Shareholders)), or persons who hold their shares as part of a hedging or conversion transaction or as part of a short-sale or straddle, who may be subject to special rules or treatment under the Code. This discussion is based upon the Code, the Treasury Regulations promulgated thereunder and any relevant administrative rulings or pronouncements or judicial decisions, all as in effect on the date hereof and as currently interpreted, and does not take into account possible changes in such tax laws or interpretations thereof, which may apply retroactively. This discussion does not include any description of the tax laws of any state or local governments within the United States or of any foreign government. Persons considering making an investment in our shares should consult their own tax advisors concerning the application of the U.S. federal tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction prior to making such investment.

For purposes of this discussion, the term "U.S. Person" means: (i) a citizen or resident of the United States, (ii) a partnership or corporation, or entity treated as a corporation, created or organized in or under the laws of the United States, or any political subdivision thereof, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, (iv) a trust if either (x) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more U.S. Persons have the authority to control all substantial decisions of such trust or (y) the trust has a valid election in effect to be treated as a U.S. Person for U.S. federal income tax purposes or (v) any other person or entity that is treated for U.S. federal income tax purposes as if it were one of the foregoing.

Taxation of Dividends. Subject to the discussions below relating to the potential application of the CFC, related person insurance income ("RPII") and passive foreign investment company ("PFIC") rules, cash distributions, if any, made with respect to the shares will constitute dividends for U.S. federal income tax purposes to the extent paid out of current or accumulated earnings and profits of Aspen Holdings (as computed using U.S. tax principles). We believe dividends paid by us before 2009 should be eligible for reduced rates of tax because we believe our shares should be treated as readily tradeable on an established securities market in the United States. Such dividends will not be eligible for the dividends received deduction. To the extent such distributions exceed Aspen Holdings' earnings and profits, they will be treated first as a return of the shareholder's basis in their shares to the extent thereof, and then as gain from the sale of a capital asset.

Classification of Aspen Holdings or Its Foreign Subsidiaries as Controlled Foreign Corporations. Each 10% U.S. Shareholder (as defined below) of a foreign corporation that is a CFC for an uninterrupted period of 30 days or more during a taxable year, and who owns shares in the CFC, directly or indirectly through foreign entities, on the last day of the CFC's taxable year, must include in its gross income for U.S. federal income tax purposes its pro rata share of the CFC's "subpart F income," even if the subpart F income is not distributed. A foreign corporation is considered a CFC if 10% U.S. Shareholders own (directly, indirectly through foreign entities or by attribution by application of the constructive ownership rules of section 958(b) of the Code (i.e., "constructively"))

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more than 50% of the total combined voting power of all classes of voting stock of such foreign corporation, or more than 50% of the total value of all stock of such corporation. For purposes of taking into account insurance income, a CFC also includes a foreign insurance company in which more than 25% of the total combined voting power of all classes of stock or more than 25% of the total value of all stock is owned by 10% U.S. Shareholders on any day of the taxable year of such corporation, if the gross amount of premiums or other consideration for the reinsurance or the issuing of insurance or annuity contracts exceeds 75% of the gross amount of all premiums or other consideration in respect of all risks. A "10% U.S. Shareholder" is a U.S. Person who owns (directly, indirectly through foreign entities or constructively) at least 10% of the total combined voting power of all classes of stock entitled to vote of the foreign corporation. We believe that because of the anticipated dispersion of our share ownership, provisions in our organizational documents that limit voting power and other factors, no U.S. Person who owns shares of Aspen Holdings directly or indirectly through one or more foreign entities should be treated as owning (directly, indirectly through foreign entities, or constructively) 10% or more of the total voting power of all classes of shares of Aspen Holdings or any of its foreign subsidiaries. It is possible, however, that the IRS could challenge the effectiveness of these provisions and that a court could sustain such a challenge.

The RPII CFC Provisions. The following discussion generally is applicable only if the RPII of a foreign Insurance Subsidiary, determined on a gross basis, is 20% or more of such company's gross insurance income for the taxable year and the 20% Ownership Exception (as defined below) is not met. The following discussion generally would not apply for any fiscal year in which such company's RPII falls below the 20% threshold or the 20% Ownership Exception is met. Although we cannot be certain, Aspen Holdings believes that each of the foreign Insurance Subsidiaries met the 20% Ownership Exception in prior years of operation and that the gross RPII of each of the foreign Insurance Subsidiaries as a percentage of its gross insurance income will be below the 20% threshold for each tax year for the foreseeable future. Additionally, as Aspen Holdings is not licensed as an insurance company we do not anticipate that Aspen Holdings will have insurance income, including RPII.

RPII is any "insurance income" (as defined below) attributable to policies of insurance or reinsurance with respect to which the person (directly or indirectly) insured is a "RPII shareholder" (as defined below) or a "related person" (as defined below) to such RPII shareholder. In general, and subject to certain limitations, "insurance income" is income (including premium and investment income) attributable to the issuing of any insurance or reinsurance contract which would be taxed under the portions of the Code relating to insurance companies if the income were the income of a domestic insurance company. For purposes of inclusion of the RPII of a foreign Insurance Subsidiary in the income of RPII shareholders, unless an exception applies, the term "RPII shareholder" means any U.S. Person who owns (directly or indirectly through foreign entities) any amount of Aspen Holdings' shares. Generally, the term "related person" for this purpose means someone who controls or is controlled by the RPII shareholder or someone who is controlled by the same person or persons which control the RPII shareholder. Control is measured by either more than 50% in value or more than 50% in voting power of stock applying certain constructive ownership principles. A corporation's pension plan is ordinarily not a "related person" with respect to the corporation unless the pension plan owns, directly or indirectly through the application of certain constructive ownership rules, more than 50% measured by vote or value, of the stock of the corporation. Each foreign Insurance Subsidiary will be treated as a CFC under the RPII provisions if RPII shareholders are treated as owning (directly, indirectly through foreign entities or constructively) 25% or more of the shares of Aspen Holdings by vote or value.

RPII Exceptions. The special RPII rules do not apply to a foreign Insurance Subsidiary if (i) direct and indirect insureds and persons related to such insureds, whether or not U.S. Persons, are treated as owning (directly or indirectly through entities) less than 20% of the voting power and less than 20% of the value of the shares of Aspen Holdings (the "20% Ownership Exception"), (ii) RPII, determined on a gross basis, is less than 20% of the gross insurance income of the foreign Insurance Subsidiary for the taxable year (the "20% Gross Income Exception"), (iii) the foreign Insurance Subsidiary elects to be taxed on its RPII as if the RPII were effectively connected with the conduct of

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a U.S. trade or business, and to waive all treaty benefits with respect to RPII and meet certain other requirements or (iv) the foreign Insurance Subsidiary elects to be treated as a U.S. corporation and waives all treaty benefits and meets certain other requirements. Where none of these exceptions applies to a foreign Insurance Subsidiary, each U.S. Person owning or treated as owning any shares in Aspen Holdings (and therefore, indirectly, in each foreign Insurance Subsidiary) on the last day of Aspen Holdings' taxable year will be required to include in its gross income for U.S. federal income tax purposes its share of the RPII of the company or companies, as the case may be, that failed to qualify for the exception for the portion of the taxable year during which the foreign Insurance Subsidiary was a CFC under the RPII provisions, determined as if all such RPII were distributed proportionately only to such U.S. Persons at that date, but limited by each such U.S. Person's share of such company's current-year earnings and profits as reduced by the U.S. Person's share, if any, of certain prior-year deficits in earnings and profits. Our foreign Insurance Subsidiaries intend to operate in a manner that is intended to ensure that each qualifies for the 20% Gross Income Exception. Although we do not expect that the gross RPII of either foreign Insurance Subsidiary will equal or exceed 20% of such company's gross insurance income in the foreseeable future, it is possible that we will not be successful in qualifying under this exception.

Computation of RPII. In order to determine how much RPII a foreign Insurance Subsidiary has earned in each taxable year, our foreign Insurance Subsidiaries may obtain and rely upon information from their insureds and reinsureds to determine whether any of the insureds, reinsureds or persons related thereto own (directly or indirectly through foreign entities) shares of Aspen Holdings and are U.S. Persons. Aspen Holdings may not be able to determine whether any of the underlying direct or indirect insureds to which our foreign Insurance Subsidiaries provide insurance or reinsurance are shareholders or related persons to such shareholders. Consequently, Aspen Holdings may not be able to determine accurately the gross amount of RPII earned by each of our foreign Insurance Subsidiaries in a given taxable year. For any year in which gross RPII of a foreign Insurance Subsidiary is 20% or more of its gross insurance income for the year and the 20% Ownership Exception does not apply, Aspen Holdings may also seek information from its shareholders as to whether beneficial owners of shares at the end of the year are U.S. Persons so that the RPII may be determined and apportioned among such persons; to the extent Aspen Holdings is unable to determine whether a beneficial owner of shares is a U.S. Person, Aspen Holdings may assume that such owner is not a U.S. Person, thereby increasing the per share RPII amount for all known RPII shareholders.

If, as expected, the RPII of each foreign Insurance Subsidiary is less than 20% of its gross insurance income, RPII shareholders will not be required to include RPII in their taxable income. The amount of RPII includable in the income of a RPII shareholder is based upon the net RPII income for the year after deducting related expenses such as losses, loss reserves and operating expenses.

Apportionment of RPII to U.S. Holders. Every RPII shareholder who owns shares on the last day of any fiscal year of Aspen Holdings in which the 20% Ownership Exception does not apply to a foreign Insurance Subsidiary and the gross insurance income constituting RPII for that year equals or exceeds 20% of such company's gross insurance income should expect that for such year it will be required to include in gross income its share of such company's RPII for the portion of the taxable year during which such company was a CFC under the RPII provisions, whether or not distributed, even though it may not have owned the shares throughout such period. A RPII shareholder who owns shares during such taxable year but not on the last day of the taxable year is not required to include in gross income any part of company's RPII.

Basis Adjustments. A RPII shareholder's tax basis in its shares will be increased by the amount of any RPII that the shareholder includes in income. The RPII shareholder may exclude from income the amount of any distributions by Aspen Holdings out of previously taxed RPII income. The RPII shareholder's tax basis in its shares will be reduced by the amount of such distributions that are excluded from income.

Uncertainty as to Application of RPII. The RPII provisions have never been interpreted by the courts or the Treasury Department in final regulations, and regulations interpreting the RPII

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provisions of the Code exist only in proposed form. It is not certain whether these regulations will be adopted in their proposed form or what changes or clarifications might ultimately be made thereto or whether any such changes, as well as any interpretation or application of RPII by the IRS, the courts or otherwise, might have retroactive effect. These provisions include the grant of authority to the Treasury Department to prescribe "such regulations as may be necessary to carry out the purpose of this subsection including . . . regulations preventing the avoidance of this subsection through cross insurance arrangements or otherwise." Accordingly, the meaning of the RPII provisions and the application thereof to our foreign Insurance Subsidiaries is uncertain. In addition, we cannot be certain that the amount of RPII or the amounts of the RPII inclusions for any particular RPII shareholder, if any, will not be subject to adjustment based upon subsequent IRS examination. Any prospective investors considering an investment in our shares should consult his tax advisor as to the effects of these uncertainties.

Information Reporting. Under certain circumstances, U.S. Persons owning stock in a foreign corporation are required to file IRS Form 5471 with their U.S. federal income tax returns. Generally, information reporting on IRS Form 5471 is required by (i) a person who is treated as a RPII shareholder, (ii) a 10% U.S. Shareholder of a foreign corporation that is a CFC for an uninterrupted period of 30 days or more during any tax year of the foreign corporation, and who owned the stock on the last day of that year and (iii) under certain circumstances, a U.S. Person who acquires stock in a foreign corporation and as a result thereof owns 10% or more of the voting power or value of such foreign corporation, whether or not such foreign corporation is a CFC. For any taxable year in which Aspen Holdings determines that gross RPII constitutes 20% or more of the gross insurance income of a foreign Insurance Subsidiary and the 20% Ownership Exception does not apply, Aspen Holdings will provide to all U.S. Persons registered as shareholders of its shares a completed IRS Form 5471 or the relevant information necessary to complete the form. Failure to file IRS Form 5471 may result in penalties.

Tax-Exempt Shareholders. Tax-exempt entities will be required to treat certain subpart F insurance income, including RPII, that is includible in income by the tax-exempt entity as unrelated business taxable income. Prospective investors that are tax exempt entities are urged to consult their tax advisors as to the potential impact of the unrelated business taxable income provisions of the Code. A tax-exempt organization that is treated as a 10% U.S. Shareholder or a RPII Shareholder also must file IRS Form 5471 in the circumstances described above.

Dispositions of Ordinary Shares. Subject to the discussions below relating to the potential application of the Code section 1248 and PFIC rules, U.S. holders of shares generally should recognize capital gain or loss for U.S. federal income tax purposes on the sale, exchange or other disposition of our shares in the same manner as on the sale, exchange or other disposition of any other shares held as capital assets. If the holding period for these shares exceeds one year, any gain will be subject to tax at a current maximum marginal tax rate of 15% for individuals and 35% for corporations. Moreover, gain, if any, generally will be a U.S. source gain and generally will constitute "passive income" for foreign tax credit limitation purposes.

Code section 1248 provides that if a U.S. Person sells or exchanges stock in a foreign corporation and such person owned, directly, indirectly through certain foreign entities or constructively, 10% or more of the voting power of the corporation at any time during the five-year period ending on the date of disposition when the corporation was a CFC, any gain from the sale or exchange of the shares will be treated as a dividend to the extent of the CFC's earnings and profits (determined under U.S. federal income tax principles) during the period that the shareholder held the shares and while the corporation was a CFC (with certain adjustments). We believe that because of the anticipated dispersion of our share ownership, provisions in our organizational documents that limit voting power and other factors, that no U.S. shareholder of Aspen Holdings should be treated as owning (directly, indirectly through foreign entities or constructively) 10% or more of the total voting power of Aspen Holdings; to the extent this is the case, the application of Code Section 1248 under the regular CFC rules should not apply to dispositions of our shares. It is possible, however, that the IRS could challenge the effectiveness of these provisions and that a court could sustain such a challenge. A 10% U.S. Shareholder may in certain circumstances be required to report a disposition of shares of a CFC

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by attaching IRS Form 5471 to the U.S. federal income tax or information return that it would normally file for the taxable year in which the disposition occurs. In the event this is determined necessary, Aspen Holdings will provide a completed IRS Form 5471 or the relevant information necessary to complete the Form. Code section 1248 also applies to the sale or exchange of shares in a foreign corporation if the foreign corporation would be treated as a CFC for RPII purposes regardless of whether the shareholder is a 10% U.S. Shareholder or whether RPII constitutes 20% or more of the corporation's gross insurance income or the 20% Ownership Exception applies. Existing proposed regulations do not address whether Code section 1248 would apply if a foreign corporation is not a CFC but the foreign corporation has a subsidiary that is a CFC and that would be taxed as an insurance company if it were a domestic corporation. We believe, however, that this application of Code section 1248 under the RPII rules should not apply to dispositions of our shares because Aspen Holdings will not be directly engaged in the insurance business. We cannot be certain, however, that the IRS will not interpret the proposed regulations in a contrary manner or that the Treasury Department will not amend the proposed regulations to provide that these rules will apply to dispositions of shares. Prospective investors should consult their tax advisors regarding the effects of these rules on a disposition of shares.

Passive Foreign Investment Companies. In general, a foreign corporation will be a PFIC during a given year if (i) 75% or more of its gross income constitutes "passive income" (the "75% test") or (ii) 50% or more of its assets produce passive income (the "50% test").

If Aspen Holdings were characterized as a PFIC during a given year, U.S. Persons holding shares would be subject to a penalty tax at the time of the sale at a gain of, or receipt of an "excess distribution" with respect to, their shares, unless such persons made a "qualified electing fund election" or "mark-to-market" election. It is uncertain that Aspen Holdings would be able to provide its shareholders with the information necessary for a U.S. Person to make these elections. In addition, if Aspen Holdings were considered a PFIC, upon the death of any U.S. individual owning shares, such individual's heirs or estate would not be entitled to a "step-up" in the basis of the shares that might otherwise be available under U.S. federal income tax laws. In general, a shareholder receives an "excess distribution" if the amount of the distribution is more than 125% of the average distribution with respect to the shares during the three preceding taxable years (or shorter period during which the taxpayer held the shares). In general, the penalty tax is equivalent to an interest charge on taxes that are deemed due during the period the shareholder owned the shares, computed by assuming that the excess distribution or gain (in the case of a sale) with respect to the shares was taken in equal portion at the highest applicable tax rate on ordinary income throughout the shareholder's period of ownership. The interest charge is equal to the applicable rate imposed on underpayments of U.S. federal income tax for such period. In addition, a distribution paid by Aspen Holdings to U.S. shareholders that is characterized as a dividend and is not characterized as an excess distribution would not be eligible for a reduced rate of tax with respect to dividends paid before 2009.

For the above purposes, passive income generally includes interest, dividends, annuities and other investment income. The PFIC rules provide that income "derived in the active conduct of an insurance business by a corporation which is predominantly engaged in an insurance business . . . is not treated as passive income." The PFIC provisions also contain a look-through rule under which a foreign corporation shall be treated as if it "received directly its proportionate share of the income . . ." and as if it "held its proportionate share of the assets . . .." of any other corporation in which it owns at least 25% of the value of the stock.

The insurance income exception is intended to ensure that income derived by a bona fide insurance company is not treated as passive income, except to the extent such income is attributable to financial reserves in excess of the reasonable needs of the insurance business. We expect, for purposes of the PFIC rules, that each of our Insurance Subsidiaries will be predominantly engaged in an insurance business and is unlikely to have financial reserves in excess of the reasonable needs of its insurance business in each year of operations. Accordingly, none of the income or assets of our Insurance Subsidiaries should be treated as passive. Additionally, we expect that in each year of operations the passive income and assets of Aspen U.K. Holdings, Aspen U.K. Services will not meet the 75% test or the 50% test because they should have sufficient non-passive income and assets.

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Finally, we expect that the passive income and assets of Aspen U.S. Holdings, Aspen U.S. Services and Aspen Management will be de minimis in each year of operations with respect to the overall income and assets of Aspen Holdings and its subsidiaries. Under the look-through rule Aspen Holdings should be deemed to own its proportionate share of the assets and to have received its proportionate share of the income of its direct and indirect subsidiaries for purposes of the 75% test and the 50% test. As a result, we believe that Aspen Holdings was not and should not be treated as a PFIC. We cannot be certain, however, as there are currently no regulations regarding the application of the PFIC provisions to an insurance company and new regulations or pronouncements interpreting or clarifying these rules may be forthcoming, that the IRS will not challenge this position and that a court will not sustain such challenge. Prospective investors should consult their tax advisor as to the effects of the PFIC rules.

Foreign tax credit. Because it is anticipated that U.S. Persons will own a majority of our shares, only a portion of the current income inclusions, if any, under the CFC, RPII and PFIC rules and of dividends paid by us (including any gain from the sale of shares that is treated as a dividend under section 1248 of the Code) will be treated as foreign source income for purposes of computing a shareholder's U.S. foreign tax credit limitations. We will consider providing shareholders with information regarding the portion of such amounts constituting foreign source income to the extent such information is reasonably available. It is also likely that substantially all of the "subpart F income," RPII and dividends that are foreign source income will constitute either "passive" or "financial services" income for foreign tax credit limitation purposes (and for taxable years beginning after December 31, 2006 will constitute either "passive" or "general" income). Thus, it may not be possible for most shareholders to utilize excess foreign tax credits to reduce U.S. tax on such income.

Information Reporting and Backup Withholding on Distributions and Disposition Proceeds. Information returns may be filed with the IRS in connection with distributions on our shares and the proceeds from a sale or other disposition of our shares unless the holder of our shares establishes an exemption from the information reporting rules. A holder of shares that does not establish such an exemption may be subject to U.S. backup withholding tax on these payments if the holder is not a corporation or non-U.S. Person or fails to provide its taxpayer identification number or otherwise comply with the backup withholding rules. The amount of any backup withholding from a payment to a U.S. Person will be allowed as a credit against the U.S. Person's U.S. federal income tax liability and may entitle the U.S. Person to a refund, provided that the required information is furnished to the IRS.

Proposed U.S. Tax Legislation. Legislation has been introduced in the U.S. Congress intended to eliminate certain perceived tax advantages of companies (including insurance companies) that have legal domiciles outside the United States but have certain U.S. connections. While there are no currently pending legislative proposals which, if enacted, would have a material adverse effect on us or our shareholders, it is possible that broader-based legislative proposals could emerge in the future that could have an adverse impact on us or our shareholders.

Additionally, the U.S. federal income tax laws and interpretations regarding whether a company is engaged in a trade or business within the United States or is a PFIC, or whether U.S. Persons would be required to include in their gross income the "subpart F income" or the RPII of a CFC, are subject to change, possibly on a retroactive basis. There are currently no regulations regarding the application of the PFIC rules to insurance companies and the regulations regarding RPII are still in proposed form. New regulations or pronouncements interpreting or clarifying such rules may be forthcoming. We cannot be certain if, when or in what form such regulations or pronouncements may be provided and whether such guidance will have a retroactive effect.

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Taxation of Holders of Debt Securities

Bermuda Taxation.

Currently, there is no Bermuda withholding tax on interest paid by the Company.

United States Taxation.

The following summary sets forth the material United States federal income tax considerations related to the purchase, ownership and disposition of the debt securities. Unless otherwise stated, this summary deals only with holders of debt securities who acquire the debt securities at their original issue price and who hold the debt securities as capital assets. The following discussion is only a discussion of the material United States federal income tax matters as described herein and does not purport to address all of the U.S. federal income tax consequences that may be relevant to a particular holder of debt securities in light of such holder's specific circumstances. In addition, the following summary does not describe the U.S. federal income tax consequences that may be relevant to certain holders of debt securities, such as financial institutions, insurance companies, regulated investment companies, real estate investment trusts, financial asset securitization investment trusts, dealers in securities or traders that adopt a mark-to-market method of tax accounting, tax-exempt organizations, expatriates, investors in pass-through entities, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, persons subject to alternative minimum tax or persons who hold the debt securities as part of a hedging or conversion transaction or as part of a short-sale or straddle, who may be subject to special rules or treatment under the Code. This discussion is based upon the Code, the Treasury regulations promulgated thereunder and any relevant administrative rulings or pronouncements or judicial decisions, all as in effect on the date hereof and as currently interpreted, and does not take into account possible changes in such tax laws or interpretations thereof, which may apply retroactively. This discussion does not include any description of the tax laws of any state or local governments within the United States, or of any foreign government, that may be applicable to the debt securities or the holders of debt securities. Persons considering making an investment in the debt securities should consult their own tax advisors concerning the application of the U.S. federal tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction prior to making such investment.

If a partnership holds the debt securities, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the debt securities, you should consult your tax advisor.

For purposes of this discussion, the term "U.S. holder" means a beneficial owner of the debt securities that is, for U.S. federal income tax purposes:

(1) an individual citizen or resident of the United States,

(2) a corporation or entity treated as a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia,

(3) an estate the income of which is subject to U.S. federal income taxation regardless of its source,

(4) a trust if either (x) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust or (y) the trust has a valid election in effect to be treated as a United States Person for U.S. federal income tax purposes, or

(5) any other person or entity that is treated for U.S. federal income tax purposes as if it were one of the foregoing.

U.S. Holders of Debt Securities.

Interest Payments. Unless otherwise specified in the related prospectus supplement, interest paid to a U.S. holder on a debt security will be includible in such holder's gross income as ordinary interest

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income in accordance with the holder's regular method of tax accounting. In addition, interest on the debt securities will be treated as foreign source income for U.S. federal income tax purposes. For foreign tax credit limitation purposes, interest on the debt securities generally will constitute passive income, or, in the case of certain U.S. holders, financial services income (and for taxable years beginning after December 31, 2006 will constitute "passive" or "general" income).

Sale, Exchange, Redemption and Other Disposition of Debt securities. Upon the sale, exchange, redemption or other disposition of a debt security, a U.S. holder will recognize taxable gain or loss equal to the difference, if any, between the amount realized on the sale, exchange, redemption or other disposition (other than accrued but unpaid interest not previously included in income, which will be taxable as interest) and the holder's adjusted tax basis in such debt security. A U.S. holder's adjusted tax basis in a debt security generally will equal the cost of such debt security and any such gain or loss generally will be capital gain or loss. For U.S. holders other than corporations, preferential tax rates may apply to such long-term capital gain compared to rates that may apply to ordinary income. The deductibility of capital losses is subject to certain limitations. Any gain or loss realized by a U.S. holder on the sale, exchange, redemption or other disposition of a debt security generally will be treated as U.S. source gain or loss, as the case may be.

Information Reporting and Backup Withholding. Information returns may be filed with the IRS in connection with payments of interest on the debt securities and the proceeds from a sale or other disposition of the debt securities unless the holder of the debt securities establishes an exemption from the information reporting rules. A holder of debt securities that does not establish such an exemption may be subject to U.S. backup withholding tax on these payments if the holder fails to provide its taxpayer identification number or otherwise comply with the backup withholding rules. The amount of any backup withholding from a payment to a U.S. holder will be allowed as a credit against the U.S. holder's U.S. federal income tax liability and may entitle the U.S. holder to a refund, provided that the required information is furnished to the IRS.

Non-U.S. Holders of Debt Securities.

The following discussion is limited to the United States federal income tax consequences relevant to a beneficial owner of a debt security that is a "non-U.S. holder". For purposes of this discussion, a "non-U.S. holder" is a holder of the debt securities that is a nonresident alien individual or a corporation, estate or trust that is not a U.S. holder.

Interest and Disposition. In general (and subject to the discussion below under "Information Reporting and Backup Withholding"), a non-U.S. holder will not be subject to U.S. federal income tax with respect to payments of interest on, or gain upon the disposition of, debt securities, unless:

•	the interest or gain is effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States; or

•	in the case of gain upon the disposition of debt securities, the non-U.S. holder is an individual who is present in the U.S. for 183 days or more in the taxable year and certain other conditions are met.

Interest or gain that is effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States will generally be subject to regular U.S. federal income tax in the same manner as if it were realized by a U.S. holder. In addition, if such non-U.S. holder is a corporation, such interest or gain may be subject to a branch profits tax at a rate of 30% (or such lower rate as is provided by an applicable income tax treaty).

Information Reporting and Backup Withholding. If the debt securities are held by a non-U.S. holder through a non-U.S. (and non-U.S. related) broker or financial institution, information reporting and backup withholding generally would not be required. Information reporting, and possibly backup withholding, may apply if the debt securities are held by a non-U.S. holder through a U.S. (or U.S. related) broker or financial institution and the non-U.S. holder fails to provide appropriate information. Non-U.S. holders should consult their tax advisors concerning the application of the information reporting and backup withholding rules.

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European Union Savings Tax Directive

On June 3, 2003 the European Union ("EU") Council of Economic and Finance Ministers adopted a new directive regarding the taxation of savings income. The directive is scheduled to be applied by EU member states ("Member States") from July 1, 2005, provided that certain non-EU countries adopt similar measures from the same date. Under the directive each Member State will be required to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to an individual resident in that other Member State; however, Austria, Belgium and Luxembourg may instead apply a withholding system for a transitional period in relation to such payments. The transitional period is to commence on the date from which the directive is to be applied by Member States and to terminate at the end of the first fiscal year following agreement by certain non-EU countries to the exchange of information relating to such payments.

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PLAN OF DISTRIBUTION

Distributions by Aspen Holdings and the Selling Shareholders

We and/or the selling shareholders may sell offered securities in any one or more of the following ways from time to time:

(1)	through agents;

(2)	to or through underwriters;

(3)	through dealers; or

(4)	directly to purchasers.

In sales to or through underwriters in a demand registration by the selling shareholders, a selling shareholder may only sell ordinary shares through underwriting syndicates led by one or more managing underwriters, as designated by the selling shareholders initiating the demand registration, who shall be named in the applicable prospectus supplement. In an underwritten offering in which we are offering our ordinary shares, selling shareholders may only sell ordinary shares through underwriting syndicates led by one or more managing underwriters selected by us, who shall be named in the applicable prospectus supplement.

The prospectus supplement with respect to the offered securities will set forth the terms of the offering of the offered securities, including the name or names of any underwriters, dealers or agents; the purchase price of the offered securities and the proceeds to us and/or the selling shareholders from such sale; any underwriting discounts and commissions or agency fees and other items constituting underwriters' or agents' compensation; any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers and any securities exchange on which such offered securities may be listed. Any public offering price, discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

The selling shareholders may offer their ordinary shares in one or more offerings pursuant to one or more prospectus supplements, and each such prospectus supplement will set forth the terms of the relevant offering as described above. To the extent the ordinary shares offered pursuant to a prospectus supplement remain unsold, the selling shareholder may offer those ordinary shares on different terms pursuant to another prospectus supplement, provided that no selling shareholder may offer or sell more ordinary shares in the aggregate than are indicated in the table set forth under the caption "Selling Shareholders" pursuant to any such prospectus supplements. Notwithstanding this plan of distribution, each of the selling shareholders also may resell all or a portion of its ordinary shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided it meets the criteria and conforms to the requirements of Rule 144.

The distribution of the offered securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.

We and/or the selling shareholders may sell the securities through agents from time to time. Any such agent involved in the offer or sale of the offered securities in respect of which this prospectus is delivered will be named, and any commissions payable by us and/or the selling shareholders to such agent will be set forth, in the applicable prospectus supplement. Unless otherwise indicated in such prospectus supplement, any such agent will be acting on a reasonable best efforts basis for the period of its appointment. Any such agent may be deemed to be an underwriter, as that term is defined in the Securities Act, of the offered securities so offered and sold.

Each of the selling shareholders may offer its ordinary shares at various times in one or more of the following transactions: through short sales, derivative and hedging transactions; by pledge to secure debts and other obligations; through offerings of securities exchangeable, convertible or exercisable for ordinary shares; under forward purchase contracts with trusts, investment companies or other entities (which may, in turn, distribute their own securities) through distribution to its members, partners or shareholders; in exchange or over-the-counter market transactions; and/or in private transactions.

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If offered securities are sold by means of an underwritten offering, we and/or the selling shareholders will execute an underwriting agreement with an underwriter or underwriters, and the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transaction, including commissions, discounts and any other compensation of the underwriters and dealers, if any, will be set forth in the prospectus supplement which will be used by the underwriters to make resales of the offered securities. If underwriters are utilized in the sale of the offered securities, the offered securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at fixed public offering prices or at varying prices determined by the underwriters at the time of sale.

Our offered securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by the managing underwriters. If any underwriter or underwriters are utilized in the sale of the offered securities, unless otherwise indicated in the prospectus supplement, the underwriting agreement will provide that the obligations of the underwriters are subject to certain conditions precedent and that the underwriters with respect to a sale of offered securities will be obligated to purchase all such offered securities of a series if any are purchased. We and/or the selling shareholders may grant to the underwriters options to purchase additional offered securities, to cover over-allotments, if any, at the public offering price (with additional underwriting discounts or commissions), as may be set forth in the prospectus supplement relating thereto. If we and/or the selling shareholders grant any over-allotment option, the terms of such over-allotment option will be set forth in the prospectus supplement relating to such offered securities.

If a dealer is utilized in the sales of offered securities in respect of which this prospectus is delivered, we and/or the selling shareholders will sell such offered securities to the dealer as principal. The dealer may then resell such offered securities to the public at varying prices to be determined by such dealer at the time of resale. Any such dealer may be deemed to be an underwriter, as such term is defined in the Securities Act, of the offered securities so offered and sold. The name of the dealer and the terms of the transaction will be set forth in the related prospectus supplement.

Offers to purchase offered securities may be solicited directly by us and/or the selling shareholders and the sale thereof may be made by us and/or the selling shareholders directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale thereof. The terms of any such sales will be described in the related prospectus supplement.

We may enter into derivative or other hedging transactions with financial institutions. These financial institutions may in turn engage in sales of ordinary shares to hedge their position, deliver this prospectus in connection with some or all of those sales and use the shares covered by this prospectus to close out any short position created in connection with those sales. We may also sell our ordinary shares short using this prospectus and deliver ordinary shares covered by this prospectus to close out such short positions, or loan or pledge ordinary shares to financial institutions that in turn may sell the ordinary shares using this prospectus. We may pledge or grant a security interest in some or all of the ordinary shares covered by this prospectus to support a derivative or hedging position or other obligation and, if we default in the performance of our obligations, the pledgees or secured parties may offer and sell the ordinary shares from time to time pursuant to this prospectus.

Offered securities may also be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more firms ("remarketing firms"), acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreements, if any, with us and its compensation will be described in the applicable prospectus supplement. Remarketing firms may be deemed to be underwriters, as such term is defined in the Securities Act, in connection with the offered securities remarketed thereby.

Agents, underwriters, dealers and remarketing firms may be entitled under relevant agreements entered into with us to indemnification by us and/or the selling shareholders against certain civil liabilities, including liabilities under the Securities Act that may arise from any untrue statement or

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alleged untrue statement of a material fact or any omission or alleged omission to state a material fact in this prospectus, any supplement or amendment hereto, or in the registration statement of which this prospectus forms a part, or to contribution with respect to payments which the agents, underwriters, dealers or remarketing firms may be required to make.

If so indicated in the prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase offered securities from us, pursuant to contracts providing for payments and delivery on a future date. Institutions with which such contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases such institutions must be approved by us. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of the offered securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts.

Disclosure in the prospectus supplement of our use of delayed delivery contracts will include the commission that underwriters and agents soliciting purchases of the securities under delayed contracts will be entitled to receive in addition to the date when we will demand payment and delivery of the securities under the delayed delivery contracts. These delayed delivery contracts will be subject only to the conditions that we describe in the prospectus supplement.

Each series of offered securities will be a new issue and, other than the ordinary shares which are listed on the New York Stock Exchange, will have no established trading market. We may elect to list any series of offered securities on an exchange, and in the case of the ordinary shares, on any additional exchange, but, unless otherwise specified in the applicable prospectus supplement, we shall not be obligated to do so. No assurance can be given as to the liquidity of the trading market for any of the offered securities.

Underwriters, dealers, agents and remarketing firms, as well as their respective affiliates, may be customers of, engage in transactions with, or perform services for, us, our subsidiaries and/or the selling shareholders in the ordinary course of business.

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CURRENCY OF PRESENTATION

In this prospectus, we present our financial statements in U.S. dollars. In this prospectus, references to "U.S. Dollars," "dollars," "$," or "¢" are to the lawful currency adopted by the United States of America, references to "British Pounds," "pounds" or "£" are to the lawful currency of the United Kingdom, and references to "euros" or "€" are to the lawful currency adopted by the certain member states of the European Union (the "E.U."), unless the context otherwise requires.

This prospectus contains a translation of some British Pound amounts into U.S. dollars at specified exchange rates solely for your convenience. See "Exchange Rate Information" below for information about the rates of exchange between British Pounds and U.S. Dollars for the periods indicated.

Our financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP").

EXCHANGE RATE INFORMATION

Unless this report provides a different rate, the translations of British Pounds into U.S. Dollars have been made at the rate of £1 to $1.7902, which was the closing exchange rate on December 31, 2003 for the British Pound/U.S. Dollar exchange rate as displayed on the Bloomberg Service under USD — GBP "Currencies" HP screen. Using this rate does not mean that British Pound amounts actually represent those U.S. Dollars amounts or could be converted into U.S. Dollars at that rate.

The following table sets forth the history of the exchange rates of one British Pound to U.S. Dollars for the periods indicated.

BRITISH POUND/U.S. DOLLAR EXCHANGE RATE HISTORY(1)

				Last(2)				High				Low				Average(3)
Month Ended January 31, 2005					1.8829				1.9044				1.8595				1.8784
Month Ended December 31, 2004					1.9181				1.9467				1.9147				1.9301
Month Ended November 30, 2004					1.9095				1.9095				1.8342				1.8613
Month Ended October 31, 2004					1.8372				1.8412				1.7795				1.8073
Month Ended September 30, 2004					1.8120				1.8131				1.7731				1.7932
Month Ended August 30, 2004					1.8024				1.8470				1.7855				1.8197
Month Ended July 31, 2004					1.8199				1.8771				1.8084				1.8431
Year Ended December 31, 2004					1.9181				1.9467				1.7663				1.8323
Year Ended December 31, 2003					1.7902				1.7902				1.5500				1.6450
Year Ended December 31, 2002					1.6099				1.6099				1.4088				1.5033
Year Ended December 31, 2001					1.4554				1.5049				1.3727				1.4398
Year Ended December 31, 2000					1.4938				1.6522				1.4016				1.5159

(1)	Data obtained from FactSet/Bloomberg.

(2)	"Last" is the closing exchange rate on the last business day of each of the periods indicated.

(3)	"Average" for the monthly exchange rates is the average daily exchange rate during the periods indicated. "Average" for the year ended periods is calculated using the exchange rates on the last day of each month during the period.

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WHERE YOU CAN FIND MORE INFORMATION

General

We have filed with the SEC, a registration statement on Form F-3 under the Securities Act with respect to the ordinary shares, preference shares, depositary shares, debt securities, warrants, purchase contracts, purchase units offered by this prospectus. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us and the securities, we refer you to the registration statement and to its exhibits and schedules. Statements in this prospectus about the contents of any contract, agreement or other document are not necessarily complete and, in each instance, we refer you to the copy of such contract, agreement or document filed as an exhibit to the registration statement, with each such statement being qualified in all respects by reference to the document to which it refers.

We are subject to the informational requirements of the Exchange Act. As a foreign private issuer (as defined in rules under the Exchange Act), we are not required to comply with the periodic reporting requirements imposed upon a U.S. domestic private issuer of securities registered under, and are exempt from the provisions of, the Exchange Act prescribing the content and filing of proxy statements and the solicitation of proxies and the provisions of Section 16 of the Exchange Act relating to the reporting of securities transactions by certain persons and the recovery of "short-swing" profits from the purchase or sale of securities. Nonetheless, pursuant to a provision in our bye-laws, we have filed and will continue to file with the SEC all annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports with respect to specified events on Form 8-K, as would be required of a U.S. domestic private issuer subject to those particular requirements of the Exchange Act (including the informational and timing requirements for filing such reports). The audited consolidated financial statements and financial schedules contained in such annual reports and the unaudited quarterly financial information contained in such quarterly reports have been and will be prepared in accordance with U.S. GAAP and will include "Management's Discussion and Analysis of Financial Condition and Results of Operations" for the relevant periods. Anyone may inspect any materials we file with the SEC at the Public Reference Room the SEC maintains at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain copies of all or any part of these materials from the SEC upon the payment of certain fees prescribed by the SEC. Please call the SEC at 1-888-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from the SEC's web site at www.sec.gov or from our web site at www.aspen.bm. However, the information on our web site does not constitute a part of this prospectus.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus. Any statement contained in a document which is incorporated by reference in this prospectus is automatically updated and superseded if information contained in this prospectus, or information that we later file with the SEC, modifies or replaces this information. All documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the initial filing of this registration statement and until we sell all the securities shall be deemed to be incorporated by reference into this prospectus. We incorporate by reference the documents listed below:

(1)	Annual Report on Form 10-K for the year ended December 31, 2003;

(2)	Quarterly Report on Form 10-Q for the quarter ended March 31, 2004;

(3)	Quarterly Report on Form 10-Q for the quarter ended June 30, 2004;

(4)	Quarterly Report on Form 10-Q for the quarter ended September 30, 2004; and

(5)	Current Reports on Form 8-K filed December 16, 2004 and December 23, 2004.

We will provide to each person to whom a copy of this prospectus is delivered, upon request and at no cost to such person, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus. You may request a copy of such information by writing or telephoning us at:

Aspen Insurance Holdings Limited
Attention: Company Secretary
Victoria Hall, 11 Victoria Street
Hamilton HM 11
Bermuda
(441) 295-8201

You should rely only upon the information provided in this prospectus or incorporated in this document by reference. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus, including any information incorporated by reference, is accurate as of any date other than that on the front cover of the document.

78

LEGAL MATTERS

Certain matters as to U.S. law in connection with this prospectus will be passed upon for us by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability partnership including professional corporations, New York, New York. Certain matters as to Bermuda law in connection with this prospectus will be passed upon for us by Appleby Spurling Hunter, Hamilton, Bermuda. Additional legal matters may be passed on for us, any underwriters, dealers or agents by counsel which we will name in the applicable prospectus supplement.

EXPERTS

The consolidated balance sheet of Aspen Insurance Holdings Limited and its subsidiaries as of December 31, 2003 and 2002 and the related consolidated statements of operations, shareholders' equity, comprehensive income and cash flows for the twelve months ended December 31, 2003 and for the period from incorporation on May 23, 2002 to December 31, 2002, the combined balance sheets of the Syndicates as of December 31, 2002 and 2001 and the related combined statements of operations, comprehensive income/(loss), members deficits and cash flows for each of the years in the three year period ended December 31, 2002 and the financial statement schedules for Aspen Insurance Holdings Limited and the Syndicates incorporated by reference in this prospectus have been audited by KPMG Audit Plc, independent registered public accounting firm, as set forth in their reports appearing herein.

79

ENFORCEMENT OF CIVIL LIABILITIES UNDER UNITED STATES FEDERAL SECURITIES LAWS AND OTHER MATTERS

We are organized under the laws of Bermuda. In addition, some of our directors and officers reside outside the United States, and all or a substantial portion of their assets and our assets are or may be located in jurisdictions outside the United States. Therefore, it may be difficult for investors to effect service of process within the United States upon our non-U.S. directors and officers or to recover against our company, or our non-U.S. directors and officers on judgments of U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. However, we may be served with process in the United States with respect to actions against us arising out of or in connection with violations of U.S. federal securities laws relating to offers and sales of notes made hereby by serving CT Corporation System, 111 Eighth Avenue, New York, New York 10011, our U.S. agent appointed for that purpose.

We have been advised by Appleby Spurling Hunter, our Bermuda counsel, that there is doubt as to whether the Courts of Bermuda would enforce judgments of U.S. courts obtained in actions against us or our directors and officers, as well as the experts named herein, predicated upon the civil liability provisions of the U.S. federal securities laws or original actions brought in Bermuda against us or such persons predicated solely upon U.S. federal securities laws. Further, we have been advised by Appleby Spurling Hunter that there is no treaty in force between the United States and Bermuda providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As a result, whether a U.S. judgment would be enforceable in Bermuda against us or our directors and officers depends on whether the U.S. court that entered the judgment is recognized by the Bermuda court as having jurisdiction over us or our directors and officers, as determined by reference to Bermuda conflict of law rules. A judgment debt from a U.S. court that is final and for a sum certain based on U.S. federal securities laws will not be enforceable in Bermuda unless the judgment debtor had submitted to the jurisdiction of the U.S. court, and the issue of submission and jurisdiction is a matter of Bermuda (not U.S.) law.

In addition, and irrespective of jurisdictional issues, the Bermuda courts will not enforce a U.S. federal securities law that is either penal or contrary to public policy. It is the advice of Appleby Spurling Hunter that an action brought pursuant to a public or penal law, the purpose of which is the enforcement of a sanction, power or right at the instance of the state in its sovereign capacity, will not be entertained by a Bermuda Court. Some remedies available under the laws of U.S. jurisdictions, including some remedies under U.S. federal securities laws, would not be available under Bermuda law or enforceable in a Bermuda court as they would be contrary to Bermuda public policy. Further, no claim may be brought in Bermuda against us or our directors and officers in the first instance for violation of U.S. federal securities laws because these laws have no extraterritorial jurisdiction under Bermuda law and do not have force of law in Bermuda. A Bermuda court may, however, impose civil liability on us or our directors and officers if the facts alleged in a complaint constitute or give rise to a cause of action under Bermuda law.

We will have to obtain from the BMA their permission for the issue and free transferability of the securities in the Company being offered pursuant to this prospectus and each prospectus supplement. At the time of issue of each prospectus supplement, we will deliver to and file a copy of this prospectus and the prospectus supplement with the Registrar of Companies in Bermuda in accordance with Bermuda law. The BMA and the Registrar of Companies accept no responsibility for the financial soundness of any proposal or for the correctness of any of the statements made or opinions expressed in this prospectus or any prospectus supplement.

.

80

ASPEN INSURANCE HOLDINGS LIMITED

PROSPECTUS

                , 2005

Part II.

INFORMATION NOT REQUIRED IN PROSPECTUS

Expenses of Issuance and Distribution

The expenses in connection with the issuance and distribution of the securities being registered, other than underwriting compensation, are set forth in the following table. Each amount, except for the Registration Fee, is estimated.

Securities and Exchange Commission Registration Fee				$	219,288
Trustees' Fees and Expenses					15,000
Accountants' Fees and Expenses					50,000
Legal Fees and Expenses					600,000
Printing and Engraving Fees					100,000
Rating Agency Fees					300,000
Miscellaneous Expenses					65,712
Total Expenses				$	1,350,000

ITEM 8. Indemnification of Directors and Officers

Bye-Law 145 of the Company's bye-laws provides, among other things, that, subject to certain provisos, the Company's directors, officers or any other person appointed to a committee of the board of directors and any resident representative (and their respective heirs, executors or administrators; collectively, the "Indemnified Persons") shall be indemnified and held harmless out of the assets of the Company against all liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him by or by reason of any act done, conceived in or omitted in the conduct of the Company's business or in the discharge of his duties and the indemnity contained in Bye-Law 145 shall extend to the Indemnified Persons of the Company acting in any office or trust in the reasonable belief that he has been appointed or elected to such office or trust notwithstanding any defect in such appointment or election provided always that the indemnity contained in this Bye-Law 145 shall not extend to any matter which would render it void under the Companies Acts.

Bye-Law 149 of the Company's bye-laws provides that each shareholder and the Company agree to waive any claim or right of action he or it may at any time have, whether individually or by or in the right of the Company, against any director or officer of the Company on account of any action taken by such director or officer or the failure of such director or officer to take any action in the performance of his duties with or for the Company, provided, however, that such waiver shall not apply to any claims or rights of action arising out of the fraud of such director or officer or to recover any gain, personal profit or advantage to which such director or officer is not legally entitled.

The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act also provides that any provision, whether contained in the Company's bye-laws or in a contract or arrangement between the Company and the director, indemnifying such director against any liability which would attach to him in respect of his fraud or dishonesty will be void.

The Company has purchased directors and officers liability insurance policies. Such insurance will be available to the Company's directors and officers in accordance with its terms. In addition, certain directors may be covered by directors and officers liability insurance policies purchased by their respective employers, subject to the limitation of the policy terms.

Any underwriting agreement that the Company may enter into in connection with an offering of securities pursuant to this registration statement may include provisions providing that the

II-1

underwriters are obligated, under certain circumstances, to indemnify the directors, certain officers and the controlling persons of the Company against certain liabilities under the Securities Act of 1933, as amended.

Reference is also made to the Third Amended and Restated Registration Rights Agreement, dated as of November 14, 2003, filed as Exhibit 4.10 hereto, which provides that, under certain circumstances (i) the Company is obligated to indemnify the selling shareholders and (ii) the selling shareholders are obligated to indemnify the Company, against certain liabilities and legal expenses arising from a violation of the Securities Act of 1933.

ITEM 9. Exhibits

The following exhibits are filed or incorporated by reference as part of this Registration Statement:

Exhibit Number				Description of Document
*1.1				Form of Underwriting Agreement relating to ordinary shares, preference shares, depositary shares, debt securities and warrants of the Company
*1.2				Form of Underwriting Agreement relating to purchase contracts
*1.3				Form of Underwriting Agreement relating to purchase units
3.1				Certificate of Incorporation and Memorandum of Association of Aspen Insurance Holdings Limited (incorporated herein by reference to Exhibit 3.1 to Aspen Insurance Holdings Limited 2003 Registration Statement on Form F-1 (Registration No. 333-110435))
3.2				Amended and Restated Bye-laws of Aspen Insurance Holdings Limited (incorporated herein by reference to Exhibit 3.2 to Aspen Insurance Holdings Limited 2003 Registration Statement on Form F-1 (Registration No. 333-110435))
4.1				Specimen Ordinary Share Certificate (incorporated herein by reference to similarly numbered exhibit to the Company's 2003 Registration Statement on Form F-1 (Registration No. 333-110435))
4.2				Indenture between Aspen Insurance Holdings Limited and Deutsche Bank Trust Company Americas, as trustee dated as of August 16, 2004 (incorporated herein by reference to Exhibit 4.3 to Aspen Insurance Holdings Limited 2004 Registration Statement on Form F-1 (Registration No. 333-119314)). The form or forms of senior debt securities and any supplemental indentures with respect to each particular offering will be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference
4.3				Form of Subordinated Indenture, to be entered into between the Company and Deutsche Bank Trust Company Americas, as trustee. The form or forms of subordinated debt securities and any supplemental indentures with respect to each particular offering will be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference
*4.4				Form of Certificate of Designation, Preferences and Rights relating to preference shares
*4.5				Form of Standard Share Warrant Provisions
*4.6				Form of Standard Debt Warrant Provisions
*4.7				Form of Deposit Agreement

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Exhibit Number				Description of Document
*4.8				Form of Standard Purchase Contract Provisions
4.9				Amended and Restated Shareholders' Agreement, dated as of September 30, 2003 among the Company and each of the persons listed on Schedule A thereto (incorporated herein by reference to Exhibit 10.1 to the Company's 2003 Registration Statement on Form F-1 (Registration No. 333-110435))
4.10				Third Amended and Restated Registration Rights Agreement dated as of November 14, 2003 among the Company and each of the persons listed on Schedule 1 thereto (incorporated herein by reference to Exhibit 10.2 to the Company's 2003 Registration Statement on Form F-1 (Registration No. 333-110435))
4.11				Form of Shareholder's Agreement between the Company and certain employee and/or director shareholders and/or optionholders
5.1				Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P. as to U.S. law
5.2				Opinion of Appleby Spurling Hunter as to Bermuda law
12.1				Statement regarding Computation of Ratios of Earnings to Fixed Charges
23.1				Consent of Independent Registered Public Accounting Firm — KPMG Audit Plc
23.2				Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in the Opinion filed as Exhibit 5.1)
23.3				Consent of Appleby Spurling Hunter (included in the Opinion filed as Exhibit 5.2)
24.1				Powers of Attorney of officers and directors (included on signature page of the Registration Statement)
25.1				Statement of Eligibility of Deutsche Bank Trust Company Americas on Form T-1, as trustee for the Senior Indenture
25.2				Statement of Eligibility of Deutsche Bank Trust Company Americas on Form T-1, as trustee for the Subordinated Indenture
99.1				Form F-N

*	To be filed, if necessary, subsequent to the effectiveness of this registration statement by an amendment to this registration statement or incorporated by reference pursuant to a Current Report on Form 8-K in connection with an offering of securities.

ITEM 10. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range

II-3

may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information set forth in the registration statement.

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the registration statement is on Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such posteffective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a posteffective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions set forth or described in Item 8 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act of 1939.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hamilton, Bermuda, on the 4^th day of February 2005.

				Aspen Insurance Holdings Limited
				By:				/s/ Christopher O'Kane
				Name:				Christopher O'Kane
				Title:				Chief Executive Officer

The undersigned do hereby constitute and appoint Christopher O'Kane and Julian Cusack, and each of them, our true and lawful attorneys and agents, to sign for us or any of us in our names and in the capacities indicated below, any and all amendments (including post-effective amendments) to this Registration Statement, or any related registration statement that is to be effective upon filing pursuant to Rule 462 (b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents required in connection therewith, and to do any and all acts and things in our names and in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with this Registration Statement; and we do hereby ratify and confirm all that the said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the 4^th day of February 2005.

Signature		Title
/s/ Paul Myners		Chairman and Director
Paul Myners
/s/ Christopher O'Kane		Chief Executive Officer and Director (Principal Executive Officer)
Christopher O'Kane
/s/ Julian Cusack		Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)
Julian Cusack
/s/ Julian Avery		Director
Julian Avery
/s/ Ian Cormack		Director
Ian Cormack
/s/ Heidi Hutter		Director
Heidi Hutter
/s/ Prakash Melwani		Director
Prakash Melwani
/s/ Norman L. Rosenthal		Director
Norman L. Rosenthal
/s/ Kamil M. Salame		Director
Kamil M. Salame
/s/ Denise Tessier-Brown
Denise Tessier-Brown (authorized representative in the United States)

II-6

EXHIBIT INDEX

Exhibit Number				Description of Document
*1.1				Form of Underwriting Agreement relating to ordinary shares, preference shares, depositary shares, debt securities and warrants of the Company
*1.2				Form of Underwriting Agreement relating to purchase contracts
*1.3				Form of Underwriting Agreement relating to purchase units
3.1				Certificate of Incorporation and Memorandum of Association of Aspen Insurance Holdings Limited (incorporated herein by reference to Exhibit 3.1 to Aspen Insurance Holdings Limited 2003 Registration Statement on Form F-1 (Registration No. 333-110435))
3.2				Amended and Restated Bye-laws of Aspen Insurance Holdings Limited (incorporated herein by reference to Exhibit 3.2 to Aspen Insurance Holdings Limited 2003 Registration Statement on Form F-1 (Registration No. 333-110435))
4.1				Specimen Ordinary Share Certificate (incorporated herein by reference to similarly numbered exhibit to the Company's 2003 Registration Statement on Form F-1 (Registration No. 333-110435))
4.2				Indenture between Aspen Insurance Holdings Limited and Deutsche Bank Trust Company Americas, as trustee dated as of August 16, 2004 (incorporated herein by reference to Exhibit 4.3 to Aspen Insurance Holdings Limited 2004 Registration Statement on Form F-1 (Registration No. 333-119314)). The form or forms of senior debt securities and any supplemental indentures with respect to each particular offering will be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.
4.3				Form of Subordinated Indenture, to be entered into between the Company and Deutsche Bank Trust Company Americas, as trustee. The form or forms of subordinated debt securities and any supplemental indentures with respect to each particular offering will be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.
*4.4				Form of Certificate of Designation, Preferences and Rights relating to preference shares
*4.5				Form of Standard Share Warrant Provisions
*4.6				Form of Standard Debt Warrant Provisions
*4.7				Form of Deposit Agreement
*4.8				Form of Standard Purchase Contract Provisions
4.9				Amended and Restated Shareholders' Agreement, dated as of September 30, 2003 among the Company and each of the persons listed on Schedule A thereto (incorporated herein by reference to Exhibit 10.1 to the Company's 2003 Registration Statement on Form F-1 (Registration No. 333-110435)).
4.10				Third Amended and Restated Registration Rights Agreement dated as of November 14, 2003 among the Company and each of the persons listed on Schedule 1 thereto (incorporated herein by reference to Exhibit 10.2 to the Company's 2003 Registration Statement on Form F-1 (Registration No. 333-110435)).
4.11				Form of Shareholder's Agreement between the Company and certain employee and/or director shareholders and/or optionholders.
5.1				Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P. as to U.S. law
5.2				Opinion of Appleby Spurling Hunter as to Bermuda law

Exhibit Number				Description of Document
12.1				Statement regarding Computation of Ratios of Earnings to Fixed Charges
23.1				Consent of Independent Registered Public Accounting Firm — KPMG Audit Plc
23.2				Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in the Opinion filed as Exhibit 5.1)
23.3				Consent of Appleby Spurling Hunter (included in the Opinion filed as Exhibit 5.2)
24.1				Powers of Attorney of officers and directors (included on signature page of the Registration Statement)
25.1				Statement of Eligibility of Deutsche Bank Trust Company Americas on Form T-1, as trustee for the Senior Indenture
25.2				Statement of Eligibility of Deutsche Bank Trust Company Americas on Form T-1, as trustee for the Subordinated Indenture
99.1				Form F-N

*	To be filed, if necessary, subsequent to the effectiveness of this registration statement by an amendment to this registration statement or incorporated by reference pursuant to a Current Report on Form 8-K in connection with an offering of securities.

EX-4.3

                                                                     Exhibit 4.3






                        ASPEN INSURANCE HOLDINGS LIMITED

                                       TO

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,

                                     Trustee
                                     -------




                             SUBORDINATED INDENTURE

                          SUBORDINATED DEBT SECURITIES









                                       Table of Contents
                                       -----------------




                                                                                                               Page
                                                                                                               ----

ARTICLE 1 DEFINITIONS.............................................................................................1

         SECTION 1.1       CERTAIN TERMS DEFINED..................................................................1

ARTICLE 2 SECURITY FORMS.........................................................................................11

         SECTION 2.1       FORMS GENERALLY.......................................................................11
         SECTION 2.2       FORM OF LEGEND FOR RESTRICTED SECURITIES..............................................12
         SECTION 2.3       FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.......................................12
         SECTION 2.4       FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION BY AN AUTHENTICATING AGENT............13
         SECTION 2.5       SECURITIES ISSUABLE IN THE FORM OF GLOBAL SECURITIES..................................13

ARTICLE 3 THE SECURITIES.........................................................................................15

         SECTION 3.1       AMOUNT UNLIMITED; ISSUABLE IN SERIES..................................................15
         SECTION 3.2       FORM AND DENOMINATIONS................................................................18
         SECTION 3.3       AUTHENTICATION, DATING AND DELIVERY OF SECURITIES.....................................18
         SECTION 3.4       EXECUTION OF SECURITIES...............................................................21
         SECTION 3.5       CERTIFICATE OF AUTHENTICATION.........................................................21
         SECTION 3.6       REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE...................................21
         SECTION 3.7       ADDITIONAL PROVISIONS RELATED TO TRANSFER AND EXCHANGE OF RESTRICTED SECURITIES.......23
         SECTION 3.8       MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES......................................24
         SECTION 3.9       PAYMENT OF INTEREST AND CERTAIN ADDITIONAL AMOUNTS; INTEREST RIGHTS AND
                           CERTAIN ADDITIONAL AMOUNTS PRESERVED..................................................25
         SECTION 3.10      ADDITIONAL OR SPECIAL INTEREST UNDER REGISTRATION RIGHTS AGREEMENTS...................26
         SECTION 3.11      CANCELLATION OF SECURITIES; DESTRUCTION THEREOF.......................................27
         SECTION 3.12      TEMPORARY SECURITIES..................................................................27
         SECTION 3.13      COMPUTATION OF INTEREST...............................................................28
         SECTION 3.14      CUSIP NUMBERS.........................................................................28

ARTICLE 4 COVENANTS OF THE COMPANY...............................................................................28

         SECTION 4.1       PAYMENT OF SECURITIES.................................................................28
         SECTION 4.2       OFFICES OR AGENCY.....................................................................28
         SECTION 4.3       MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.....................................29
         SECTION 4.4       ADDITIONAL AMOUNTS....................................................................30
         SECTION 4.5       REDEMPTION FOR TAX PURPOSES...........................................................33


                                                          -i-


                                       Table of Contents
                                       -----------------
                                          (continued)
                                                                                                               Page
                                                                                                               ----

         SECTION 4.6       CORPORATE EXISTENCE...................................................................34
         SECTION 4.7       WAIVER OF CERTAIN COVENANTS...........................................................34
         SECTION 4.8       CERTIFICATES TO TRUSTEE...............................................................34
         SECTION 4.9       CALCULATION OF ORIGINAL ISSUE DISCOUNT................................................35

ARTICLE 5 SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE........................................35

         SECTION 5.1       COMPANY TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND ADDRESSES OF SECURITYHOLDERS...35
         SECTION 5.2       PRESERVATION AND DISCLOSURE OF SECURITYHOLDER LISTS...................................35
         SECTION 5.3       REPORTS BY THE COMPANY................................................................36
         SECTION 5.4       REPORTS BY THE TRUSTEE................................................................37

ARTICLE 6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT........................................37

         SECTION 6.1       EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY; WAIVER OF DEFAULT.................38
         SECTION 6.2       COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE DEBT.........................41
         SECTION 6.3       APPLICATION OF PROCEEDS...............................................................42
         SECTION 6.4       SUITS FOR ENFORCEMENT.................................................................43
         SECTION 6.5       RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS...................................43
         SECTION 6.6       LIMITATIONS ON SUITS BY SECURITYHOLDERS...............................................44
         SECTION 6.7       UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO INSTITUTE CERTAIN SUITS.....................44
         SECTION 6.8       POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER OF DEFAULT...............45
         SECTION 6.9       CONTROL BY HOLDERS OF SECURITIES......................................................45
         SECTION 6.10      WAIVER OF PAST DEFAULTS...............................................................46
         SECTION 6.11      TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD IN CERTAIN CIRCUMSTANCES..........46
         SECTION 6.12      RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY COSTS..........................46
         SECTION 6.13      WAIVER OF USURY, STAY OR EXTENSION LAWS...............................................47
         SECTION 6.14      DELAY OR OMISSION NOT WAIVER..........................................................47

ARTICLE 7 CONCERNING THE TRUSTEE.................................................................................47

         SECTION 7.1       DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING DEFAULT; PRIOR TO DEFAULT..........47
         SECTION 7.2       CERTAIN RIGHTS OF THE TRUSTEE.........................................................48


                                                          -ii-



                                       Table of Contents
                                       -----------------
                                          (continued)
                                                                                                               Page
                                                                                                               ----

         SECTION 7.3       TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF SECURITIES
                           OR APPLICATION OF PROCEEDS THEREOF....................................................50
         SECTION 7.4       TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS, ETC..............................50
         SECTION 7.5       MONEYS HELD BY TRUSTEE................................................................51
         SECTION 7.6       COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR CLAIM.......................51
         SECTION 7.7       RIGHT OF TRUSTEE TO RELY ON OFFICER'S CERTIFICATE, ETC................................51
         SECTION 7.8       QUALIFICATION OF TRUSTEE; CONFLICTING INTERESTS.......................................52
         SECTION 7.9       PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE...........................................52
         SECTION 7.10      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE.............................52
         SECTION 7.11      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE........................................54
         SECTION 7.12      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF TRUSTEE................54
         SECTION 7.13      PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.................................55
         SECTION 7.14      AUTHENTICATING AGENT..................................................................58

ARTICLE 8 CONCERNING THE HOLDERS OF SECURITIES...................................................................59

         SECTION 8.1       ACTION BY HOLDERS.....................................................................60
         SECTION 8.2       PROOF OF EXECUTION OF INSTRUMENTS BY HOLDERS OF SECURITIES............................60
         SECTION 8.3       HOLDERS TO BE TREATED AS OWNERS.......................................................61
         SECTION 8.4       SECURITIES OWNED BY COMPANY DEEMED NOT OUTSTANDING....................................61
         SECTION 8.5       RIGHT OF REVOCATION OF ACTION TAKEN...................................................62

ARTICLE 9 HOLDERS' MEETINGS......................................................................................62

         SECTION 9.1       PURPOSES OF MEETINGS..................................................................62
         SECTION 9.2       CALL OF MEETINGS BY TRUSTEE...........................................................63
         SECTION 9.3       CALL OF MEETINGS BY COMPANY OR HOLDERS................................................63
         SECTION 9.4       QUALIFICATIONS FOR VOTING.............................................................63
         SECTION 9.5       REGULATIONS...........................................................................63
         SECTION 9.6       VOTING................................................................................64
         SECTION 9.7       NO DELAY OF RIGHTS BY REASON OF MEETING...............................................65


ARTICLE 10 SUPPLEMENTAL INDENTURES...............................................................................65

         SECTION 10.1      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS............................65
         SECTION 10.2      SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS...............................67
         SECTION 10.3      NOTICE OF SUPPLEMENTAL INDENTURE......................................................68
         SECTION 10.4      EFFECT OF SUPPLEMENTAL INDENTURE......................................................68
         SECTION 10.5      DOCUMENTS TO BE GIVEN TO TRUSTEE......................................................69
         SECTION 10.6      NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL INDENTURES..........................69

                                                          -iii-


                                       Table of Contents
                                       -----------------
                                          (continued)
                                                                                                               Page
                                                                                                               ----


         SECTION 10.7      EFFECT ON SENIOR INDEBTEDNESS.........................................................69

ARTICLE 11 CONSOLIDATION, AMALGAMATION, MERGER OR SALE...........................................................69

         SECTION 11.1      COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS..................................69
         SECTION 11.2      OPINION OF COUNSEL....................................................................70
         SECTION 11.3      SUCCESSOR PERSON SUBSTITUTED..........................................................70

ARTICLE 12 SATISFACTION AND DISCHARGE OF INDENTURE, UNCLAIMED MONEYS.............................................70

         SECTION 12.1      SATISFACTION AND DISCHARGE OF SECURITIES OF ANY SERIES................................71
         SECTION 12.2      DEFEASANCE AND COVENANT DEFEASANCE....................................................72
         SECTION 12.3      APPLICATION OF TRUST MONEY............................................................76
         SECTION 12.4      REPAYMENT OF MONEYS HELD BY PAYING AGENT..............................................77
         SECTION 12.5      RETURN OF UNCLAIMED MONEYS HELD BY TRUSTEE AND PAYING AGENT...........................77

ARTICLE 13 SUBORDINATION OF SECURITIES...........................................................................77
         SECTION 13.1      AGREEMENT TO SUBORDINATE..............................................................78
         SECTION 13.2      DEFAULT ON SENIOR INDEBTEDNESS........................................................78
         SECTION 13.3      LIQUIDATION; DISSOLUTION; BANKRUPTCY..................................................78
         SECTION 13.4      SUBROGATION...........................................................................80
         SECTION 13.5      TRUSTEE TO EFFECTUATE SUBORDINATION...................................................81
         SECTION 13.6      NOTICE BY THE COMPANY.................................................................81
         SECTION 13.7      RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS.................................82
         SECTION 13.8      SUBORDINATION MAY NOT BE IMPAIRED.....................................................83
         SECTION 13.9      APPLICATION BY TRUSTEE OF ASSETS DEPOSITED WITH IT....................................83

ARTICLE 14 MISCELLANEOUS PROVISIONS..............................................................................84

         SECTION 14.1      INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF COMPANY EXEMPT
                           FROM INDIVIDUAL LIABILITY.............................................................84
         SECTION 14.2      PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND SECURITYHOLDERS...........84
         SECTION 14.3      SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY INDENTURE..................................84
         SECTION 14.4      NOTICES TO HOLDERS; WAIVER............................................................84
         SECTION 14.5      ADDRESSES FOR NOTICES.................................................................85
         SECTION 14.6      OFFICER'S CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE CONTAINED THEREIN....85
         SECTION 14.7      SEPARABILITY CLAUSE...................................................................86
         SECTION 14.8      LEGAL HOLIDAYS........................................................................86

                                                          -iv-


                                       Table of Contents
                                       -----------------
                                          (continued)
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                                                                                                               ----


         SECTION 14.9      CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST INDENTURE ACT.......................87
         SECTION 14.10     GOVERNING LAW.........................................................................87
         SECTION 14.11     JUDGMENT CURRENCY.....................................................................87
         SECTION 14.12     NO SECURITY INTEREST CREATED..........................................................88
         SECTION 14.13     SUBMISSION TO JURISDICTION............................................................88
         SECTION 14.14     COUNTERPARTS..........................................................................89
         SECTION 14.15     EFFECT OF HEADINGS....................................................................89

ARTICLE 15 REDEMPTION OF SECURITIES..............................................................................89

         SECTION 15.1      APPLICABILITY OF ARTICLE..............................................................89
         SECTION 15.2      NOTICE OF REDEMPTION; SELECTION OF SECURITIES.........................................89
         SECTION 15.3      PAYMENT OF SECURITIES CALLED FOR REDEMPTION...........................................91

ARTICLE 16 SINKING FUNDS.........................................................................................92

         SECTION 16.1      APPLICABILITY OF ARTICLE..............................................................92
         SECTION 16.2      SATISFACTION OF MANDATORY SINKING FUND PAYMENT WITH SECURITIES........................92
         SECTION 16.3      REDEMPTION OF SECURITIES FOR SINKING FUND.............................................93


EXHIBITS
- --------

EXHIBIT A    -     FORM OF CERTIFICATE FOR TRANSFER FROM RULE 144A GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY

EXHIBIT B    -     FORM OF CERTIFICATE FOR TRANSFER FROM REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY

EXHIBIT C    -     FORM OF CERTIFICATE FOR TRANSFERS FROM RESTRICTED GLOBAL SECURITY TO UNRESTRICTED GLOBAL SECURITY

EXHIBIT D    -     FORM OF CERTIFICATE FOR TRANSFERS PURSUANT TO RULE 144


                                                -v-









================================================================================
                        ASPEN INSURANCE HOLDINGS LIMITED

                                    ---------

       *Reconciliation and tie between Trust Indenture Act of 1939, as amended
by the Trust Reform Act of 1990, and Indenture, dated as of [            ]

Section of the
- --------------
Trust Indenture Act of 1939          Section of Indenture
- ---------------------------          --------------------

310(a)(1), (2) and (5)............................  7.9
310(a)(3) and (4).................................  Inapplicable
310(b)............................................  7.8 and 7.10(a)and(b)
311(a)............................................  7.13(a) and (c)(i) and (iii)
311(b)............................................  7.13(b)
312(a)............................................  5.1 and 5.2(a)
312(b)............................................  5.2(b)
312(c)............................................  5.2(b)
313(a)............................................  5.4(a)
313(b)(1).........................................  Inapplicable
313(b)(2).........................................  5.4(b)
313(c)............................................  5.4(c)
313(d)............................................  5.4(d)
314(a)............................................  4.8 and 5.3
314(b)............................................  Inapplicable
314(c)(1) and (2).................................  14.6
314(c)(3).........................................  Inapplicable
314(d)............................................  Inapplicable
314(e)............................................  14.6
315(a), (c) and (d)...............................  7.1
315(b)............................................  6.11
315(e)............................................  6.12
316(a)(1).........................................  6.9
316(a)(2).........................................  Inapplicable
316(a) (last sentence)............................  8.4
316(b)............................................  6.7
316(c)............................................  8.1
317(a)............................................  6.2
317(b)............................................  4.2 and 4.3
318(a)............................................  14.9

- ----------------------
*   This reconciliation and tie shall not, for any purpose, be deemed to be
    part of the Indenture or to have any bearing upon the interpretation of any
    of its terms or provisions.






                  SUBORDINATED INDENTURE (herein, the "Indenture"), dated as of
      , between ASPEN INSURANCE HOLDINGS LIMITED, a Bermuda limited company
(herein, subject to Article 11, sometimes called the "Company"), having its
principal office at Victoria Hall, 11 Victoria Street, Hamilton HM 11, Bermuda,
and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation duly
organized and existing under the laws of the State of New York, as Trustee
(hereinafter, subject to Article 12, called the "Trustee"), having its principal
corporate trust office at 60 Wall Street, New York, NY, 10005. Attention: Trust
and Securities Services.

                             Recitals of the Company
                             -----------------------

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its subordinated
notes, debentures or other evidences of its unsecured indebtedness (herein
called the "Securities"), to be issued in one or more series, authenticated and
delivered, as in this Indenture provided.

                  All things necessary have been done to make this Indenture a
valid and legally binding agreement of the Company, in accordance with its
terms.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in consideration of the premises and the purchase of
the Securities by the Persons acquiring the same, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Securities
or of the Securities of any series, without giving any priority of any one
Security or series over any other, except as otherwise expressly provided
herein, as follows:

                                    ARTICLE 1
                                   DEFINITIONS

         Section 1.1   Certain Terms Defined.
                       ----------------------

         The following terms (except as otherwise expressly provided or unless
the context otherwise clearly requires) for all purposes of this Indenture,
including any indenture supplemental hereto, have the respective meanings
specified in this Section. All other terms used in this Indenture that are
defined in the Trust Indenture Act or the definitions of which in the Securities
Act of 1933 are referred to in the Trust Indenture Act or that are defined by
rule of the Commission under the Trust Indenture Act (except as herein otherwise
expressly provided or unless the context otherwise clearly requires) have the
meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act or in said Commission rule under the Trust Indenture Act as in
force at the date on which this Indenture was originally executed (subject to
Section 10.1 and Section 10.2). The words "herein", "hereof" and "hereunder" and
other words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision. All references herein to
"Articles" or other subdivisions are to the




corresponding Articles or other subdivisions of this Indenture. The terms
defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular.

                  "Additional Amounts" means any additional amounts which are
required hereby or by any Security, under circumstances specified herein or
therein, to be paid by the Company in respect of certain taxes, assessments or
other governmental charges imposed on Holders specified therein and which are
owing to such Holders.

                  "Additional Provisions" has the meaning specified in Section
13.1.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

                  "Authenticating Agent" means, with respect to any series of
Securities, any authenticating agent appointed by the Trustee, with respect to
that series of Securities, pursuant to Section 7.14.

                  "Authorized Newspaper" means a newspaper or financial journal
printed in the English language, customarily published at least once a day, and
customarily published for at least five days in each calendar week, whether or
not published on days that are legal holidays and of general circulation; or, in
the alternative, shall mean such form of communication as may have come into
general use for the dissemination of information of import similar to that of
the information specified to be published by the provisions hereof. Whenever
successive publications are required or authorized to be made in Authorized
Newspapers, the successive publications may be made (unless otherwise expressly
provided herein) in the same or different newspapers meeting the foregoing
requirements and in each case on any Business Day and at the expense of the
Company. In case, by reason of the suspension of publication of any Authorized
Newspaper, or for any other cause, it shall be impractical without unreasonable
expense to make publication of any notice in an Authorized Newspaper as required
by this Indenture, then such method of publication or notification as shall be
made with the approval of the Trustee shall be deemed the equivalent of the
required publication of such notice in an Authorized Newspaper.

                  "Board of Directors" means either the board of directors of
the Company or any committee of such Board of Directors or Officer duly
authorized to act with respect to a particular matter on behalf of the Board of
Directors.

                  "Board Resolution" means a copy of a resolution certified by
the Secretary or any Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the date
of such certification, and delivered to the Trustee.

                                      -2-


                  "Broker-Dealer" has the meaning set forth in any applicable
Registration Rights Agreement.

                  "Business Day", when used with respect to any Place of Payment
or any other location specified in the Securities or this Indenture, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment or location are generally
authorized or obligated by law, regulation or executive order to close, except
as may be otherwise specified as contemplated by Section 3.1.

                  "Capitalized Lease Obligation" means an obligation under a
lease that is required to be capitalized for financial reporting purposes in
accordance with generally accepted accounting principles, and the amount of
Indebtedness represented by such obligation shall be the capitalized amount of
such obligation determined in accordance with such principles.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or if at any time
after the date on which this Indenture was originally executed such Commission
is not existing and performing the duties assigned to it under the Trust
Indenture Act on such date of original execution, then the body performing such
duties at such time.

                  "Common Shares" in respect of any Corporation means Share
Capital of any class or classes (however designated) which has no preference as
to the payment of dividends, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such Corporation, and
which is not subject to redemption by such Corporation.

                  "Company" means Aspen Insurance Holdings Limited, a Bermuda
company, and, subject to ARTICLE 11, its successors and assigns.

                  "Company Order" and "Company Request" mean a written order or
request signed in the name of the Company by the chairman, any vice chairman,
the president, any vice president, the chief executive officer, the chief
financial officer, treasurer or controller and by the chief financial officer,
chief operating officer, any assistant treasurer, any assistant controller, the
secretary or any assistant secretary of the Company, and delivered to the
Trustee.

                  "Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country or the confederation which issued
such Foreign Currency and for the settlement of transactions by a central bank
or other public institutions of or within the international banking community or
(ii) any currency unit or composite currency for the purposes for which it was
established.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any particular time its corporate trust business shall be
administered, which office, on the date of original execution of this Indenture,
is located at 60 Wall Street, New York, NY, 10005, Attention: Trust and
Securities Services or at any other time at such other address as the Trustee
may designate from time to time by notice to the parties hereto, or at the
principal corporate


                                       -3-


trust office of any successor trustee as to which such successor trustee may
notify the parties hereto in writing.

                  "Corporation" includes corporations, limited liability
companies, incorporated associations, companies and business trusts.

                  "Depository" means, with respect to the Securities of any
series or any Tranche thereof, which, in accordance with the determination of
the Company, will be issued in whole or in part in the form of one or more
Global Securities, The Depository Trust Company, New York, New York, another
clearing agency or any successor registered under the Exchange Act, or other
applicable statute or regulation, which, in each case, shall be designated by
the Company pursuant to either Section 2.5 or Section 3.1. If at any time there
is more than one such Person, "Depository" as used with respect to the
Securities of any such series or Tranche thereof means the Depository with
respect to the Securities of that series or Tranche.

                  "Dollar" ("$") means the coin or currency of the United States
of America as at the time of payment is legal tender for the payment of public
and private debts.

                  "Exchange Act" means the Securities Exchange Act of 1934 and
the rules and regulations promulgated thereunder, in each case as amended from
time to time.

                  "Exchange Securities" means the Securities issued in a
Registered Exchange Offer.

                  "Event of Default" means any event or condition specified as
such in Section 6.1.

                  "Foreign Currency" means any currency, currency unit or
composite currency, including, without limitation, the euro, issued by the
government of one or more countries other than the United States of America or
by any recognized confederation or association of such governments.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Standards Accounting Board, and as are
applicable to the financial statements of the Company, in each case as of the
date of any computation required hereunder.

                  "Global Security" means, with respect to all or any part of
any series of Securities, a Security executed by the Company and authenticated
and delivered by the Trustee to the Depository or pursuant to the Depository's
instruction, all in accordance with this Indenture and pursuant to a Company
Order, which shall be registered in the name of the Depository or its nominee
and the ownership of which will be registered in a "book-entry" or other system
maintained by the Depository.


                                       -4-



                  "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the other government or
governments or confederation or association of governments which issued the
Foreign Currency in which the principal of or any premium or interest on such
Security or any Additional Amounts in respect thereof shall be payable, in each
case where the payment or payments thereunder are supported by the full faith
and credit of such government or governments or confederation or association of
governments; or (ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America or such
other government or governments or confederation or association of governments,
in each case where the timely payment or payments thereunder are unconditionally
guaranteed as a full faith and credit obligation by the United States of America
or such other government or governments or confederation or association of
governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of or other amount with respect to any such Government Obligation
held by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of or other
amount with respect to the Government Obligation evidenced by such depository
receipt.

                  "Holder", "Registered Holder" and "Securityholder" mean, with
respect to a Security, the Person in whose name such Security is registered in
the Securities Register (which terms, in the case of a Global Security, mean the
Depository, notwithstanding that the Depository maintains a "book-entry" or
other system for identification of ownership in respect of such Global
Security).

                  The term "include" (and other forms of such term) means
"include, without limitation".

                  "Indebtedness" means, with respect to any Person, (i) the
principal of and any premium and interest on (a) indebtedness of such Person for
money borrowed or (b) indebtedness evidenced by notes, debentures, bonds or
other similar instruments for the payment of which such Person is responsible or
liable; (ii) all Capitalized Lease Obligations of such Person; (iii) all
obligations of such Person issued or assumed as the deferred purchase price of
property, all conditional sale obligations and all obligations under any title
retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (iv) all obligations of such Person for the
reimbursement of any obligor on any letter of credit, banker's acceptance or
similar credit transaction (other than obligations with respect to letters of
credit securing obligations (other than obligations described in (i) through
(iii) above) entered into in the ordinary course of business of such Person to
the extent such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the third Business Day
following receipt by such Person of a demand for reimbursement following



                                       -5-



payment on the letter of credit); (v) all obligations of the type referred to in
clauses (i) through (iv) of other Persons and all dividends of other Persons for
the payment of which, in either case, such Person is responsible or liable as
obligor, guarantor or otherwise, the amount thereof being deemed to be the
lesser of the stated recourse, if limited, and the amount of the obligations or
dividends of the other Person; (vi) all obligations of the type referred to in
clauses (i) through (v) of other Persons secured by any Lien on any property or
asset of such Person (whether or not such obligation is assumed by such Person),
the amount of such obligation being deemed to be the lesser of the value of such
property or assets or the amount of the obligation so secured; and (vii) any
amendments, modifications, refundings, renewals or extensions of any
indebtedness or obligation described as Indebtedness in clauses (i) through (vi)
above.

                  "Indenture" means this instrument as originally executed and
delivered or, if amended or supplemented as herein provided, as so amended or
supplemented, and includes the forms and terms of particular series of
Securities established as contemplated hereunder.

                  The term "interest" means, with respect to any Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity and, when used with respect to a Security which
provides for the payment of Additional Amounts pursuant to Section 4.4, includes
such Additional Amounts.

                  "Interest Payment Date" means, with respect to any Security,
the Stated Maturity of an installment of interest on such Security.

                  "Judgment Currency" has the meaning specified in Section
14.11.

                  "Lien" means any mortgage, pledge, lien , security interest or
other encumbrance.

                  "Maturity" means, with respect to any Security, the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by acceleration, call for
redemption or otherwise.

                  "New York Banking Day" has the meaning specified in Section
14.11.

                  "Non-U.S. Person" means a Person who is not a U.S. person as
defined in Regulation S.

                  "Officer" means the Chairman of the Board, the Vice Chairman
of the Board, the President, any Vice President, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary, any Assistant Controller, any
Assistant Secretary, the principal executive officer, the principal financial
officer, the principal accounting officer or the chief operating officer of the
Company.

                  "Officer's Certificate" means a certificate signed by one or
more Officers (as applicable) and delivered to the Trustee, except as otherwise
specifically set forth herein.


                                       -6-



                  "Opinion of Counsel" means an opinion in writing signed by
legal counsel who may be an employee of or counsel to the Company.

                  "Original Issue Discount Security" means any Security that
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration with respect thereto pursuant to
Section 6.1.

                  "Outstanding" (subject to Section 8.4) means, with reference
to Securities as of the date of determination, all Securities authenticated and
delivered under this Indenture, except:

      (a) Securities theretofore cancelled by the Trustee or delivered to the
Trustee for cancellation;

      (b) Securities, or portions thereof, for the payment or redemption of which
moneys in the necessary amount shall have been irrevocably deposited in trust
with the Trustee or with any Paying Agent (other than the Company) or shall have
been set aside, segregated and held in trust by the Company for the Holders of
such Securities (if the Company shall act as its own Paying Agent) or for the
payment of which Government Obligations shall have been irrevocably deposited in
trust with the Trustee in accordance with ARTICLE 12; provided that, if such
Securities, or portions thereof, are to be redeemed prior to the Stated Maturity
thereof, notice of such redemption shall have been given as herein provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice;

      (c) any such Security with respect to which the Company has effected
defeasance pursuant to the terms hereof, except to the extent provided in
Section 12.2;

      (d) Securities in substitution for which other Securities shall have been
authenticated and delivered, or which shall have been paid, pursuant to the
terms of Section 3.8 (except with respect to any such Security as to which proof
satisfactory to the Trustee and the Company is presented that such Security is
held by a Person in whose hands such Security is a legal, valid and binding
obligation of the Company); and

      (e) any such Security converted or exchanged as contemplated by this
Indenture into Common Shares of the Company or other securities, if the terms of
such Security provide for such conversion or exchange pursuant to Section 3.1.

                  In determining whether Holders of the requisite principal
amount of Outstanding Securities of any or all series have made or given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
or are present to constitute a quorum at a meeting of Holders of Securities, (i)
the principal amount of an Original Issue Discount Security that shall be deemed
to be Outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration with respect thereto pursuant to Section 6.1 and
(ii) Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or such



                                       -7-



other obligor, shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making such a
determination or relying upon any such quorum, consent or vote, only Securities
which a Responsible Officer of the Trustee actually knows to be so owned shall
be so disregarded.

                  "Overdue Rate" means, with respect to any Security of
Securities, the rate designated as such in or pursuant to the resolution of the
Board of Directors or the supplemental indenture, as the case may be, relating
to such Security as contemplated by Section 3.1.

                  "Paying Agent" means any Person authorized by the Company to
pay the principal of, or premium, if any, or interest, if any, on, any
Securities on behalf of the Company.

                  "Periodic Offering" means an offering of Securities of a
series from time to time, any or all of the specific terms of which Securities,
which may be in one or more Tranches, including the rate or rates of interest,
if any, thereon, the Stated Maturity or Maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Company or
its agents from time to time subsequent to the initial request for
authentication and delivery of such Securities by the Trustee, all as
contemplated in Section 3.1.

                  "Person" means any individual, corporation, company, limited
liability company, partnership, limited liability partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

                  "Place of Payment" means, with respect to any Security, the
place or places where the principal of, and premium, if any, and interest, if
any, on, such Security are payable as specified pursuant to Section 3.1.

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same Indebtedness as that
evidenced by such particular Security; and, for the purposes of this definition,
any Security authenticated and delivered under Section 3.8 in lieu of a lost,
destroyed, mutilated or stolen Security shall be deemed to evidence the same
debt as the lost, destroyed or stolen Security.

                  "Private Placement Legend" has the meaning specified in
Section 2.2.

                  "QIB" means a "qualified institutional buyer", as defined in
Rule 144A.

                  "Redemption Date" means, with respect to any Security to be
redeemed, the date fixed for such redemption by or pursuant to this Indenture.

                  "Redemption Price" means, with respect to any Security or
portion thereof to be redeemed, the price at which it is to be redeemed pursuant
to this Indenture.

                  "Registered Holder": See "Holder".


                                       -8-



                  "Regular Record Date" for the interest payable on any Interest
Payment Date on a Security means the date specified for that purpose pursuant to
Section 3.1 or as specified in Section 3.9.

                  "Registered Exchange Offer" means an exchange offer by the
Company registered under the Securities Act pursuant to which Restricted
Securities are exchanged for Securities of like principal amount not bearing the
Private Placement Legend.

                  "Registration Rights Agreement" means any registration rights
agreement between the Company and one or more initial purchasers in connection
with the issuance of Restricted Securities of any series under this Indenture.

                  "Regulation S" means Regulation S under the Securities Act
(including any successor regulation thereto) as may be amended from time to
time.

                  "Regulation S Global Security" means each Global Security that
represents Securities sold in reliance on Regulation S and as specified in
Section 2.1.

                  "Required Currency" has the meaning specified in Section
14.11.

                  "Responsible Officer" means, with respect to the Trustee, any
officer assigned to the Corporate Trust Office, including any managing director,
vice president, assistant vice president, assistant treasurer, assistant
secretary or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers, and also,
with respect to a particular matter, any other officer, to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

                  "Restricted Global Security" means a Global Security that
bears the Private Placement Legend.

                  "Restricted Security" means any Security (or beneficial
interest therein) not originally issued and sold in a transaction registered
under the Securities Act, until such time as: (i) such Security (or beneficial
interest therein) has been transferred in a transaction registered under the
Securities Act; (ii) the Restriction Termination Date therefor has passed; or
(iii) the Private Placement Legend therefor has otherwise been removed pursuant
to Section 3.7(e) hereof or, in the case of a beneficial interest in a Global
Security, such beneficial interest has been exchanged for an interest in a
Global Security not bearing a Private Placement Legend.

                  "Restriction Termination Date" means, with respect to any
Restricted Security (or beneficial interest therein) resold in reliance on Rule
144A, two years (or such other period specified in Rule 144(k)) or, with respect
to any Restricted Security (or beneficial interest therein) resold in reliance
on Regulation S, the last day of the distribution compliance period specified in
Rule 903 of Regulation S (if applicable), in each case from the original issue
date of such Restricted Security or, if any additional Restricted Securities
within the same series



                                       -9-



have been issued and sold prior to the Restriction Termination Date for such
Restricted Security, from the latest original issue date of such additional
Securities.


                  "Rule 144" means Rule 144 under the Securities Act (including
any successor regulation thereto) as may be amended from time to time.

                  "Rule 144A" means Rule 144A under the Securities Act
(including any successor regulation thereto) as may be amended from time to
time.

                  "Rule 144A Global Security" means each Global Security that
represents Securities resold in reliance on Rule 144A, and as specified in
Section 2.1.

                  "Securities Act" means the Securities Act of 1933 and any
statute successor thereto, in each case as amended from time to time.

                  "Securities Register" and "Securities Registrar"has the
meaning specified in Section 3.6.

                  "Security" or "Securities" has the meaning stated in the
recitals of this Indenture.

                  "Share Capital" of any Person means any and all share capital,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
including preferred stock, but excluding any debt securities convertible into
such equity.

                  "Senior Indebtedness" means, with respect to the Securities of
any particular series, all Indebtedness of the Company outstanding at any time,
except (a) the Securities of such series, (b) Indebtedness as to which, by the
terms of the instrument creating or evidencing the same, it is provided that
such Indebtedness is subordinated to or pari passu with the Securities of such
series, (c) Indebtedness of the Company to, or guaranteed on behalf of, a
Subsidiary of the Company, or any officer, director or employee of the Company
or any Subsidiary of the Company, (d) interest accruing after the filing of a
petition initiating any proceeding referred to in Section 6.1(f) and Section
6.1(g) unless such interest is an allowed claim enforceable against the Company
in a proceeding under federal or state bankruptcy laws, (e) trade accounts
payable and (f) any liability for income, franchise, real estate or other taxes
owed or owing.

                  "Special Record Date" for the payment of any defaulted
interest means a date fixed pursuant to Section 3.9.

                  "Stated Maturity" means, with respect to any Security or any
installment of principal thereof or interest thereon or any Additional Amounts
with respect thereto, the date specified in such Security as the fixed date on
which the principal of such Security or such installment of principal or
interest is, or such Additional Amounts are, due and payable


                                      -10-



(without regard to any provisions for redemption, prepayment, acceleration,
purchase or extension).

                  "Subsidiary" means, in respect of any Person, any Corporation,
limited or general partnership or other business entity of which at the time of
determination more than 50% of the voting power of the shares of its Share
Capital or other interests (including partnership interests) entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is owned or controlled, directly or
indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of
such Person or (iii) one or more Subsidiaries of such Person.

                  "Tranche" means a group of Securities which (a) are of the
same series and (b) are identical except as to principal amount and/or date of
issuance.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended, as in force at the date as of which this Indenture was executed;
provided, however, that in the event that such Act is amended after such date,
"Trust Indenture Act" means, to the extent required by such amendment, the Trust
Indenture Act of 1939 as so amended.

                  "Trustee" means the Person identified as "Trustee" in the
first paragraph hereof and, subject to the provisions of ARTICLE 7, shall also
include any successor trustee.

                  "United States," except as otherwise provided in or pursuant
to this Indenture or any Board Resolution, Company Order and Company Request or
both, means the United States of America (including the states thereof and the
District of Columbia), its territories and possessions and other areas subject
to its jurisdiction.

                  "Vice President" means any vice president, whether or not
designated by a number or a word or words added before or after the title "vice
president".

                                   ARTICLE 2
                                 SECURITY FORMS

         Section 2.1       Forms Generally.
                           ----------------

         The Securities of each series shall be in substantially such form as
shall be established pursuant to Section 3.1, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture or any indenture supplemental hereto, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as the Company may deem appropriate and as are not
contrary to the provisions of this Indenture, or as may be required to comply
with any law or with any rules made pursuant thereto or with any rules of any
securities exchange or of any automated quotation system, or to conform to
usage, all as determined by the officers executing such Securities, as
conclusively evidenced by their execution of the Securities.


                                      -11-



         Any Securities originally offered and sold to QIBs in reliance on Rule
144A will be issued in the form of one or more permanent Global Securities
(each, a "Rule 144A Global Security"). Any Securities originally offered and
sold outside the United States in reliance on Regulation S will be issued in the
form of one or more permanent Global Securities (each, a "Regulation S Global
Security").

                  The definitive Securities shall be prepared by the Company and
shall be printed, lithographed or engraved on steel-engraved borders, or may be
produced in any other manner, all as determined by the officers executing such
Securities, as conclusively evidenced by their execution of such Securities,
subject to the rules of any securities exchange or automated quotation system on
which such Securities are listed or quoted and (with respect to Global
Securities) to the rules of the Depository.

         Section 2.2       Form of Legend for Restricted Securities.
                           -----------------------------------------

                  Each Restricted Security shall bear the following legend (the
"Private Placement Legend") on the face thereof; provided, however, that the
Private Placement Legend on any Security shall be removed at the request of the
Holder on or after the date when such Security ceases to be a Restricted
Security:

SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENT OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903
OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES.

         Section 2.3       Form of Trustee's Certificate of Authentication.
                           ------------------------------------------------

         The Trustee's Certificate of Authentication on all Securities shall be
in substantially the following form:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                      -12-



                                   ------------------------------------
                                   Deutsche Bank Trust Company Americas, as
                                   Trustee



                                   By
                                      ---------------------------------
                                   Authorized Signatory


         Section 2.4       Form of Trustee's Certificate of Authentication by an
                           -----------------------------------------------------
Authenticating Agent.
- ---------------------

         If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Trustee's Certificate of
Authentication by such Authenticating Agent on all Securities of each such
series shall be in substantially the following form:


                                   ------------------------------------
                                   Deutsche Bank Trust Company Americas, as
                                   Trustee



                                           By  [NAME OF AUTHENTICATING AGENT],
                                           Authenticating Agent


                                   By
                                      ---------------------------------
                                   Authorized Signatory

         Section 2.5       Securities Issuable in the Form of Global Securities.
                           -----------------------------------------------------

      (a) If the Company shall establish pursuant to Section 3.1 that the
Securities of a particular series are to be issued in whole or in part as one or
more Global Securities, then the Company shall execute, and the Trustee shall,
in accordance with Section 3.3 and the Company Order deliver to the Trustee
thereunder, authenticate and make available for delivery, one or more Global
Securities, each of which (i) shall represent an aggregate principal amount
equal to the aggregate principal amount of the Outstanding Securities of such
series to be represented by such Global Security and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be increased or reduced to reflect exchanges, (ii) shall be registered in
the name of the Depository or its nominee, (iii) shall be delivered by the


                                      -13-





Trustee to the Depository or pursuant to the Depository's instruction and (iv)
if required by the Depository, shall bear a legend reflecting the Depository's
interest in such Global Security.

      (b) Notwithstanding any provision of Section 3.6, any Global Security
thereof may be transferred, in whole but not in part, and in the manner provided
in Section 3.6, only to another nominee of the Depository for such series or
Tranche, or to a successor Depository for such series selected or approved by
the Company or to a nominee of such successor Depository.

      (c) If at any time (A) (i) the Depository for Securities of a series or
Tranche thereof notifies the Company that it is unwilling or unable to continue
as Depository for Securities of such series or Tranche, or (ii) the Depository
shall no longer be registered or in good standing under the Exchange Act, or
other applicable statute or regulation, and a successor Depository is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, as the case may be, or (B) there shall have
occurred and be continuing an Event of Default with respect to such Global
Security, this Section shall no longer be applicable to the Securities of such
series or Tranche and the Company will execute, and the Trustee, upon receipt of
a Company Order for the authentication and delivery of individual Securities of
such series or Tranche, will authenticate and make available for delivery,
Securities of such series or Tranche, in authorized denominations, and in an
aggregate principal amount equal to the aggregate principal amount of the Global
Security or Global Securities of such series or Tranche in exchange for such
Global Security or Global Securities.

                  The Company may at any time determine that Securities of any
series or Tranche thereof shall no longer be represented by one or more Global
Securities and that the provisions of this Section shall no longer apply to the
Securities of such series or Tranche. In such event the Company will execute and
the Trustee, upon receipt of a Company Order for the authentication and delivery
of individual Securities of such series or Tranche, will authenticate and make
available for delivery Securities of such series or Tranche, in authorized
denominations, and in an aggregate principal amount equal to the aggregate
principal amount of the Global Security or Global Securities of such series or
Tranche in exchange for such Global Security.

                  If specified by the Company pursuant to Section 3.1 with
respect to a series of Securities or Tranche thereof, the Depository for such
series or Tranche may surrender a Global Security for such series or Tranche in
exchange in whole or in part for individual Securities of such series or Tranche
on such terms as are acceptable to the Company and such Depository. Thereupon,
the Company shall execute, and the Trustee shall authenticate and make available
for delivery, without service charge,

                  (i) to each Person specified by such Depository a new
      individual Security or Securities of the same series or Tranche, of any
      authorized denomination as requested by such Person in aggregate principal
      amount equal to and in exchange for such Persons' beneficial interest in
      the Global Security; and



                                       -14-



                  (ii) to such Depository a new Global Security in a
      denomination equal to the difference, if any, between the principal amount
      of the surrendered Global Security and the aggregate principal amount of
      individual Securities delivered to Holders thereof.

                  In any exchange provided for in any of the preceding
paragraphs of this Section, the Company will execute and the Trustee will
authenticate and make available for delivery individual Securities in registered
form in authorized denominations.

                  Upon the exchange of a Global Security for individual
Securities, such Global Security shall be cancelled by the Trustee. Individual
Securities issued in exchange for a Global Security pursuant to this Section
shall be registered in such names and in such authorized denominations as the
Depository for such Global Security shall instruct the Trustee. The Trustee
shall make such Securities available for delivery to the Persons in whose names
such Securities are so registered.

                                   ARTICLE 3
                                 THE SECURITIES

         Section 3.1       Amount Unlimited; Issuable in Series.
                           -------------------------------------

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities of each series
shall be subordinated in right of payment to all Senior Indebtedness with
respect to such series as provided in ARTICLE 13.

         The Securities may be issued from time to time in one or more series.
With respect to the Securities of any particular series, there shall be
established in, or pursuant to the authority granted in, a resolution of the
Board of Directors, and set forth in an Officer's Certificate, or established in
one or more indentures supplemental hereto prior to the issuance of Securities
of a series:

         (a) the form of the Securities of the series;

         (b) the title of the Securities of the series (which shall distinguish
the Securities of the series from all other Securities);

         (c) any limit upon the aggregate principal amount of the Securities of
the series that may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities of the series pursuant to
Section 2.5, Section 3.6, Section 3.8, Section 3.12 or Section 15.3);

         (d) the date or dates on which the Securities of the series may be
issued;

         (e) the date or dates, which may be serial, on which the principal of,
and premium, if any, on, the Securities of the series are payable;



                                      -15-



         (f) the rate or rates, or the method of determination thereof, at which
the Securities of the series shall bear interest, if any, any Overdue Rate
(including the rate or rates at which overdue principal shall bear interest, if
different from the rate or rates at which such Securities shall bear interest
prior to Maturity, and, if applicable, the rate or rates at which overdue
premium or interest shall bear interest, if any); any formulary or other method
or other means by which any such rate or rates shall be determined, by reference
to an index or other fact or event ascertainable outside this Indenture or
otherwise; the date or dates from which such interest shall accrue and the
method or methods, if any, by which such date or dates are to be determined, the
Interest Payment Dates on which such interest shall be payable and the Regular
Record Date, if other than as set forth in Section 3.9, for the determination of
Holders to whom interest is payable, whether and under what circumstances
Additional Amounts (in addition to those set forth in Section 4.4) on such
Securities or any of them shall be payable, the notice, if any, to Holders
regarding the determination of interest on a floating rate Security, and the
manner of giving such notice, and the basis upon which interest shall be
calculated if other than that of a 360-day year of twelve 30-day months;

         (g) the place or places where the principal of, and premium, if any,
and interest on or any Additional Amounts, if any, with respect to such
Securities of the series shall be payable (if other than as provided in Section
4.2);

         (h) the provisions, if any, establishing the price or prices at which,
the date or dates on which, the period or periods within which and the terms and
conditions upon which Securities of the series may be redeemed, in whole or in
part, at the option of the Company, pursuant to any sinking fund or otherwise;

         (i) the obligation, if any, of the Company to redeem, purchase or repay
Securities of the series pursuant to any sinking fund or analogous provisions or
at the option of a Holder thereof and the price or prices at which, the date or
dates on which, and the period or periods within which, and the terms and
conditions upon which, Securities of the series shall be redeemed, purchased or
repaid, in whole or in part, pursuant to such obligation and any provisions for
the remarketing of such Securities so redeemed or purchased;

         (j) if other than denominations of $1,000, and any integral multiple
thereof, the denominations in which Securities of the series shall be issuable;

         (k) whether the Securities of the series will be convertible into
shares of Common Shares of the Company and/or exchangeable for other securities,
whether or not issued by the Company, and, if so, the terms and conditions upon
which such Securities will be so convertible or exchangeable, and any deletions
from or modifications or additions to this Indenture to permit or to facilitate
the issuance of such convertible or exchangeable Securities or the
administration thereof;

         (l) whether the Securities of the series are to be issued as Original
Issue Discount Securities and, if so, the amount of the discount with respect
thereto;


                                      -16-



         (m) if other than the principal amount thereof, the portion of the
principal amount of the Securities of the series which shall be payable upon
declaration of acceleration with respect thereto pursuant to Section 6.1 or
payable in bankruptcy pursuant to Section 6.2;

         (n) the relative degree, if any, to which Securities of such series
shall be senior to or be subordinated to other series of Securities or other
Indebtedness of the Company in right of payment, whether such other series of
Securities or other Indebtedness is outstanding or not;

         (o) any Events of Default or restrictive covenants provided for with
respect to the Securities of the series, if other than as set forth in Section
6.1, ARTICLE 4 and ARTICLE 11; (p) in case the Securities of the series do not
bear interest, the applicable dates for the purpose of Section 5.1;

         (q) whether the Securities of the series will bear any other form of
special interest;

         (r) whether either or both of Section 12.2(b) relating to defeasance or
Section 12.2(c) relating to covenant defeasance shall not be applicable to the
Securities of such series, or any covenants in addition to those specified in
Section 12.2(c) relating to the Securities of such series which shall be subject
to covenant defeasance, and any deletions from, or modifications or additions
to, the provisions of ARTICLE 12 in respect of the Securities of such series;

         (s) any trustees, paying agents, transfer agents or registrars with
respect to the Securities of the series;

         (t) whether the Securities of the series are issuable in whole or in
part as one or more Global Securities and, in such case, the identity of the
Depository for such Global Security or Global Securities;

         (u) any restrictions on transfer with respect to the Securities of the
series and any legend reflecting such restrictions to be placed on such
Securities;

         (v) if the amount of payment of principal of, and premium, if any, or
interest on or Additional Amounts, if any, with respect to such Securities of
the series may be determined with reference to an index, formula or other
method, and, if so, the terms and conditions upon which and the manner in which
such amounts shall be determined;

         (w) any exceptions to Section 14.8 or in the definition of "Business
Day" with respect to the Securities of the series; ------------

         (x) if other than U.S. dollars, the Foreign Currency in which the
Securities of such series shall be denominated and in which payments or
principal of, and any premium or interest on or Additional Amounts with respect
to, such Securities shall or may be payable;



                                      -17-



         (y) if the principal of, any premium or interest on or any Additional
Amounts with respect to any of such Securities are to be payable, at the
election of the Company or a Holder thereof or otherwise, in Dollars or in a
Foreign Currency other than that in which such Securities are stated to be
payable, the date or dates on which, the period or periods within which, and the
other terms and conditions upon which, such election may be made, and the time
and manner of determining the exchange rate between the Currency in which such
Securities are stated to be payable and the Currency in which such Securities or
any of them are to be paid pursuant to such election, and any deletions from or
modifications of or additions to the terms of this Indenture to provide for or
to facilitate the issuance of Securities denominated or payable, at the election
of the Company or a Holder thereof or otherwise, in a Foreign Currency; and

         (z) any other terms of the series and any other modifications or
additions to this Indenture in respect of such Securities (which terms shall not
be contrary to the provisions of this Indenture).

                  With respect to Securities of a series subject to a Periodic
Offering, such resolution of the Board of Directors or indenture supplemental
hereto may provide general terms or parameters and may provide that the specific
terms of particular Securities, and the Persons authorized to determine such
terms or parameters, may be determined in accordance with or pursuant to the
Company Order referred to in Section 3.3.

                  All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in,
or pursuant to the authority granted in, such resolution of the Board of
Directors or in any such indenture supplemental hereto.

                  Anything herein to the contrary notwithstanding, the Trustee
shall be under no obligation to authenticate and deliver Securities of any
series the terms of which, established as contemplated by this Section, would
affect the rights, duties, obligations, liabilities or immunities of the Trustee
under this Indenture.

         Section 3.2       Form and Denominations.
                           -----------------------

         In the absence of any specification pursuant to Section 3.1 with
respect to the Securities of any series, the Securities of such series shall be
issuable in fully registered form, without coupons, in denominations of $1,000
and any integral multiple thereof.

         Section 3.3       Authentication, Dating and Delivery of Securities.
                           --------------------------------------------------

         At any time and from time to time after the original execution and
delivery of this Indenture, the Company may deliver Securities of any series,
executed by the Company, to the Trustee for authentication. Except as otherwise
provided in this Article, the Trustee shall thereupon authenticate and make
available for delivery, or cause to be authenticated and delivered, said
Securities to or upon a Company Order, without any further action by the
Company; provided, however, that the Trustee shall authenticate and make
available for



                                      -18-



delivery Securities of such series for original issue from time to time in the
aggregate principal amount established for such series pursuant to such
procedures, acceptable to the Trustee and to such recipients, as may be
specified from time to time by a Company Order. The maturity dates, original
issue dates, interest rates and any other terms of the Securities of such series
shall be determined by or pursuant to such Company Order and procedures.

         In authenticating such Securities and accepting the responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, prior to the initial authentication of such Securities, and
(subject to Section 7.1) shall be fully protected in relying upon:

         (a) a Board Resolution relating thereto;

         (b) an Officer's Certificate or an executed supplemental indenture
setting forth the terms of such Securities as provided in Section 3.1;

         (c) an Officer's Certificate which shall state that all conditions
precedent provided for in this Indenture relating to the issuance of such
Securities have been complied with, that no Event of Default with respect to any
series of Securities has occurred and is continuing and that the issuance of
such Securities does not constitute and will not result in (i) any Event of
Default or any event or condition, which, upon the giving of notice or the lapse
of time or both, would become an Event of Default or (ii) any default under the
provisions of any other instrument or agreement by which the Company is bound;
and

         (d) an Opinion of Counsel, which shall state:

             (i) that the form and the terms of such Securities have been duly
         authorized by the Company and have been established in conformity with
         the provisions of this Indenture;

             (ii) that such Securities, when authenticated and delivered by the
         Trustee and issued by the Company in the manner and subject to any
         conditions specified in such Opinion of Counsel, will constitute valid
         and binding obligations of the Company enforceable in accordance with
         their terms, except to the extent enforceability may be limited by
         applicable bankruptcy, insolvency, reorganization, moratorium,
         arrangement, fraudulent conveyance, fraudulent transfer and other
         similar laws affecting the enforcement of creditors' rights generally
         and by general principles of equity (regardless of whether
         enforceability is considered in a proceeding in equity or at law);

             (iii) that no consent, approval, authorization, order, registration
         or qualification of or with any court or any governmental agency or
         body having jurisdiction over the Company is required for the execution
         and delivery of such Securities by the Company, except such as have
         been obtained (and except that no opinion need be expressed as to state
         securities or "blue sky" laws); and



                                      -19-



             (iv) all applicable laws and requirements in respect of the
         execution and delivery by the Company of such Securities have been
         complied with;

         Notwithstanding the provisions of Section 3.1 and of the immediately
preceding paragraph, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be entitled to receive the Officer's
Certificate otherwise required pursuant to Section 3.3(c) and the Opinion of
Counsel required by this Section 3.3(d) only once at or prior to the time of the
first authentication and delivery of such Securities (provided that such Opinion
of Counsel addresses the authentication and delivery of all such Securities) and
that, in lieu of the opinions described in clause (ii) above, Counsel may opine
that:

             (x) when the terms of such Securities shall have been established
pursuant to a Company Order or Orders or pursuant to such procedures as may be
specified from time to time by a Company Order or Orders, all as contemplated by
and in accordance with the instrument or instruments delivered pursuant to
clause (i) above, such terms will have been duly authorized by the Company and
will have been established in conformity with the provisions of this Indenture;
and

             (y) when such Securities shall have been authenticated and
delivered by the Trustee in accordance with this Indenture and the Company Order
or Orders or the specified procedures referred to in paragraph (x) above and
issued and delivered by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, such Securities will constitute valid
obligations of the Company enforceable in accordance with their terms except to
the extent enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting the enforcement of
creditors rights generally and by the effect of general principles of equity
(regardless of whether enforceability is considered in a proceeding in equity or
at law).

         With respect to Securities of a series subject to a Periodic Offering,
the Trustee may conclusively rely, as to the authorization by the Company of any
of such Securities, the forms and terms thereof, the validity thereof and the
compliance of the authentication and delivery thereof with the terms and
conditions of this Indenture, upon the Opinion or Opinions of Counsel, the
Officer's Certificate and the certificates and other documents delivered
pursuant to this Section 3.3 at or prior to the time of the first authentication
and delivery of Securities of such series until any of such opinions,
certificates or other documents have been superseded or revoked or expire by
their terms; provided, however, that any request by the Company to the Trustee
to authenticate and deliver Securities of such series shall constitute a
representation and warranty by the Company that as of the date of such request
the statements made in the most recent Officer's Certificate delivered pursuant
to Section 3.3(c) are true and correct as if made on and as of the date thereof.

         The Trustee shall have the right to decline to authenticate and make
available for delivery any Securities under this Section if the Trustee, being
advised by counsel reasonably acceptable to the Trustee and the Company,
determines that such action would be contrary to the provisions hereof or would
expose the Trustee to personal liability.



                                      -20-



         Each Security shall be dated the date of its authentication, except as
otherwise provided pursuant to Section 3.1 with respect to the series of which
such Security is a part and except that any substitute Security under Section
3.8 shall be dated so that neither gain nor loss in interest shall result from
any mutilation, destruction, loss or theft of the relevant Predecessor Security.

         Section 3.4       Execution of Securities.
                           ------------------------

         The Securities shall be signed in the name of and on behalf of the
Company by both (a) its chairman, vice chairman, president, any vice president,
chief executive officer or chief financial officer and (b) its chief financial
officer, chief operating officer, treasurer, any assistant treasurer, its
secretary or any assistant secretary, under its corporate seal which may, but
need not, be attested. Such signatures may be the manual or facsimile signatures
of such officers. The seal of the Company may be in the form of a facsimile
thereof and may be impressed, affixed, imprinted or otherwise reproduced
thereon. Typographical and other minor errors or defects in any such
reproduction of the seal or any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by
the Trustee.

         In case any officer of the Company who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by or on behalf of the Trustee or disposed of by the
Company, such Securities nevertheless may be authenticated and delivered or
disposed of as though the Person who signed such Securities had not ceased to be
such officer of the Company; and any Security may be signed on behalf of the
Company by such Persons as, at the actual date of the original execution of such
Security, shall be the proper officers of the Company, although at the date of
the original execution and delivery of this Indenture, or at the date of such
Security, any such Person was not such an officer.

         Section 3.5       Certificate of Authentication.
                           ------------------------------

         No Security shall be entitled to the benefits of this Indenture or be
valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form hereinbefore recited,
executed by or on behalf of the Trustee by manual signature. Such certificate by
or on behalf of the Trustee upon any Security executed by the Company shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

         Section 3.6       Registration, Registration of Transfer and Exchange.
                           ----------------------------------------------------

                  Subject to the conditions set forth below (and subject, with
respect to Global Securities, to Section 2.5), Securities of any series may be
exchanged for a like aggregate principal amount of Securities of the same series
and having the same terms but in other authorized denominations. Securities to
be exchanged shall be surrendered at the offices or



                                      -21-



agencies to be maintained for such purposes as provided in Section 4.2, and the
Company shall execute and the Trustee or any Authenticating Agent shall
authenticate and make available for delivery in exchange therefor the Security
or Securities which the Holder making the exchange shall be entitled to receive.

                  The Company shall keep or cause to be kept, at one of said
offices or agencies maintained pursuant to Section 4.2, a register for each
series of Securities issued hereunder (hereinafter collectively referred to as
the "Securities Register") in which, subject to such reasonable regulations as
it may prescribe, the Company shall, subject to the provisions of Section 2.5,
provide for the registration of Securities of such series and shall register the
transfer of Securities of such series as in this Article provided. The
Securities Register shall be in written form or in any other form capable of
being converted into written form within a reasonable time. The Trustee is
hereby appointed as the initial "Securities Registrar" for the purpose of
registering Securities and registering transfers of Securities as herein
provided. Subject to the provisions of Section 2.5, upon surrender for
registration of transfer of any Security of any series at any such office or
agency, the Company shall execute and the Trustee or any Authenticating Agent
shall authenticate and make available for delivery in the name of transferee or
transferees a new Security or Securities of the same series for an equal
aggregate principal amount.

                  The Company shall have the right to remove and replace from
time to time the Security Registrar for any series of Securities; provided that
no such removal or replacement shall be effective until a successor Security
Registrar with respect to such series of Securities shall have been appointed by
the Company and shall have accepted such appointment by the Company. In the
event that the Trustee shall not be or shall cease to be Security Registrar with
respect to a series of Securities, it shall have the right to examine the
Security Register for such series at all reasonable times. There shall be only
one Security Register for each series of Securities.

                  All Securities presented for registration of transfer or for
exchange, redemption or payment shall (if so required by the Company or the
Securities Registrar) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and
the Securities Registrar duly executed by, the Holder thereof or his attorney
duly authorized in writing.

                  Each Security issued upon registration of transfer or exchange
of Securities pursuant to this Section shall be the valid obligation of the
Company, evidencing the same indebtedness and entitled to the same benefits
under this Indenture as the Security or Securities surrendered upon registration
of such transfer or exchange.

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.12, Section 10.6 or Section 14.3 not
involving any transfer.



                                       -22-



                  Neither the Company nor the Security Registrar shall be
required (a) to issue, exchange or register the transfer of any Securities of
any series during a period beginning at the opening of business 15 days before
the day of the mailing of a notice of redemption of Securities of such series
and ending at the close of business on the day of such mailing, or (b) to
exchange or register the transfer of any Securities selected, called or being
called for redemption except, in the case of any Security to be redeemed in
part, the portion thereof not to be redeemed.

         Section 3.7       Additional Provisions Related to Transfer and
                           ---------------------------------------------
Exchange of Restricted Securities.
- ----------------------------------

                  (a) If the owner of a beneficial interest in a Rule 144A
Global Security that is a Restricted Security wishes to transfer such interest
(or a portion thereof) to a Non-U.S. Person pursuant to Regulations S, then upon
receipt by the Trustee of (i) instructions from the Holder of the Rule 144A
Global Security directing the Trustee to credit or cause to be credited a
beneficial interest in the Regulation S Global Security equal to the principal
amount of the beneficial interest in the Rule 144A Global Security to be
transferred and (ii) a certificate from the transferor in the form of Exhibit A,
the Trustee shall, subject to the rules and procedures of the Depository,
instruct the Depository to increase the Regulation S Global Security and
decrease the Rule 144A Global Security by the amount so transferred.

                  (b) If the owner of a beneficial interest in a Regulation S
Global Security that is a Restricted Security wishes to transfer such interest
(or a portion thereof) to a QIB pursuant to Rule 144A, then upon receipt by the
Trustee of (i) instructions from the Holder of the Regulation S Global Security
directing the Trustee to credit or cause to be credited a beneficial interest in
the Rule 144A Global Security equal to the principal amount of the beneficial
interest in the Regular S Global Note to be transferred and (ii) a certificate
from the transferor in the form of Exhibit B, the Trustee shall, subject to the
rules and procedures of the Depository, instruct the Depository to increase the
Rule 144A Global Security and decrease the Regulation S Global Security by the
amount so transferred.

                  (c) If the owner of a beneficial interest in a Restricted
Global Security wishes to transfer such interest in a Global Security that is
unrestricted pursuant to a Registered Exchange Offer, then upon receipt by the
Trustee of (i) instructions from the Holder of the Restricted Global Security
directing the Trustee to cause the transfer and exchange in the beneficial
interest in the Restricted Global Security to a beneficial interest in a Global
Security that is unrestricted, equal to the principal amount of the beneficial
interest in the Restricted Global Security to be transferred, and (ii) a
certificate from the owner in the form of Exhibit C, the Trustee shall, subject
to the rules and procedures of the Depository, instruct the Depository to cause
such transfer and exchange.

         Subject to and in accordance with the provisions of this Section 3.7,
upon the close of the Registered Exchange Offer in accordance with the terms of
the Registration Rights Agreement, the Company shall execute and, upon receipt
of a Company Order, the Trustee shall authenticate and deliver one or more
unrestricted Global Securities representing an aggregate



                                      -23-



principal amount of Securities equal to the principal amount of Securities
tendered for acceptance by Persons that certify in the applicable letters of
transmittal that (x) they are not Broker-Dealers, (y) they are not participating
in a distribution of the Exchange Securities and (z) they are not affiliates (as
defined in Rule 144) of the Company, and accepted for exchange in the Exchange
Offer.

                  (d) Any transfer of Restricted Securities not described above
(other than transfers of beneficial interests within the same Global Security,
which must be effected in accordance with applicable law and the rules and
procedures of the Depository) shall be made only upon receipt by the Trustee of
such opinions of counsel, certificates and/or other information reasonably
required by and satisfactory to it in order to ensure compliance with the
Securities Act or in accordance with subsection (e) below.

                  (e) Upon the transfer, exchange or replacement of any Security
(or a beneficial interest in a Global Security) bearing a Private Placement
Legend, the Trustee shall deliver only a Security (or a beneficial interest in a
Global Security) that bears a Private Placement Legend unless:

                  (i) such Security (or beneficial interest) is exchanged in a
         Registered Exchange Offer;

                  (ii) such Security (or beneficial interest) is transferred
         pursuant to an effective registration statement;

                  (iii) such Security (or beneficial interest) is transferred
         pursuant to Rule 144 upon delivery to the Trustee of a certificate from
         the transferor in the form of Exhibit D and an opinion of counsel
         reasonably satisfactory to the Trustee;

                  (iv) such Security (or beneficial interest) is transferred,
         replaced or exchanged after the Restriction Termination Date therefor;
         or

                  (v) in connection with such transfer, exchange or replacement,
         the Trustee shall have received an opinion of counsel and other
         evidence reasonably satisfactory to it to the effect that neither such
         Private Placement Legend nor the related restrictions on transfer are
         required in order to maintain compliance with the Securities Act.

         Section 3.8       Mutilated, Destroyed, Lost and Stolen Securities.
                           -------------------------------------------------

         In case any temporary or definitive Security shall become mutilated
(whether by defacement or otherwise) or be destroyed, lost or stolen, and in the
absence of notice to the Company or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall, except as otherwise
provided in this Section, execute, and upon a Company Request, the Trustee shall
authenticate and make available for delivery, a new Security of the same series,
tenor and principal amount, bearing a number, letter or other distinguishing
symbol not contemporaneously outstanding, in exchange and substitution for the
mutilated Security, or



                                      -24-


in lieu of and in substitution for the Security so destroyed, lost or stolen. In
every case the applicant for a substituted Security shall furnish to the Company
and to the Trustee and any agent of the Company or the Trustee such security or
indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and the Trustee and any agent of the Company or the Trustee evidence
to their satisfaction of the destruction, loss or theft of such Security and of
the ownership thereof.

                  Upon the issuance of any substitute Security under this
Section, the Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee or any
Authenticating Agent) connected therewith.

                  In case any Security which has matured or is about to mature
or has been called for redemption in full shall become mutilated or be
destroyed, lost or stolen, the Company may, instead of issuing a substitute
Security, pay or authorize the payment of the same (without surrender thereof
except in the case of a mutilated Security). In every case, the applicant for
such payment shall furnish to the Company and to the Trustee and any agent of
the Company or the Trustee such security or indemnity as any of them may require
to save each of them harmless, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Company and the Trustee and any agent of
the Company or the Trustee evidence to their satisfaction of the destruction,
loss or theft of such Security and of the ownership thereof.

                  Every substitute Security of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Security shall be
at any time enforceable by anyone and shall be entitled to all the benefits of
(but shall be subject to all the limitations of rights set forth in) this
Indenture equally and proportionately with any and all other Securities of such
series duly authenticated and delivered hereunder. All Securities shall be held
and owned upon the express condition that, to the extent permitted by law, the
foregoing provisions of this Section are exclusive with respect to the
replacement or payment of mutilated (whether by defacement or otherwise) or
destroyed, lost or stolen Securities and shall preclude any and all other rights
or remedies notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

         Section 3.9       Payment of Interest and Certain Additional Amounts;
                           ---------------------------------------------------
Interest Rights and Certain Additional Amounts Preserved.
- ---------------------------------------------------------

         The Holder of any Securities at the close of business on the Regular
Record Date with respect to any Interest Payment Date shall be entitled to
receive the interest, if any, and any Additional Amounts payable on such
Interest Payment Date notwithstanding the cancellation of such Securities upon
any registration of transfer or exchange subsequent to the Regular Record Date
and prior to such Interest Payment Date, and, if provided for in the Board
Resolution or supplemental indenture pursuant to Section 3.1, in the case of a
Security issued between a



                                      -25-



Regular Record Date and the initial Interest Payment Date relating to such
Regular Record Date, interest for the period beginning on the date of issue and
ending on such initial Interest Payment Date shall be paid to the Person to whom
such Security shall have been originally issued. Except as otherwise specified
as contemplated by Section 3.1, for Securities of a particular series the term
"Regular Record Date" as used in this Section with respect to any Interest
Payment Date shall mean the close of business on the last day of the calendar
month preceding such Interest Payment Date if such Interest Payment Date is the
fifteenth day of a calendar month and shall mean the close of business on the
fifteenth day of the calendar month preceding such Interest Payment Date if such
Interest Payment Date is the first day of a calendar month, whether or not such
day shall be a Business Day. At the option of the Company, payment of interest
on any Security may be made by check mailed to the address of the Person
entitled thereto (which shall be the Depository in the case of Global
Securities) as such address shall appear in the Securities Register.

                  If and to the extent the Company shall default in the payment
of the interest due or any Additional Amounts on such Interest Payment Date in
respect of any Securities, such defaulted interest shall be paid by the Company
at its election in each case, as provided in clause (a) or (b) below:

         (a) The Company may make payment of any defaulted interest to the
Holder of Securities at the close of business on a "Special Record Date"
established by notice given by mail, by or on behalf of the Company, to such
Holder not less than 15 days preceding such Special Record Date, such Special
Record Date to be not less than 10 days preceding the date for payment of such
defaulted interest.

         (b) The Company may make payment of any defaulted interest on the
Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of such series
may be listed, and upon such notice as may be required by such exchange, if,
after notice given by the Company to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed practicable by
the Trustee.

                  Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of, or in
exchange for, or in lieu of, any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

         Section 3.10      Additional or Special Interest Under Registration
                           -------------------------------------------------
Rights Agreements.
- ------------------

                  Under certain circumstances, the Company may be obligated to
pay additional or special interest as liquidated damages to Holders of
Outstanding Securities of any series, all as and to the extent set forth in the
Registration Rights Agreement (if any) applicable to such series. In any such
event, such additional or special interest the Company may be obligated to pay
as liquidated damages will be deemed to be interest for purposes of this
Indenture.



                                      -26-



                  The Trustee shall have no duty or responsibility for
determining if any additional or special interest or liquidated damages are
payable with respect to Securities of any series or, if any such additional or
special interest or liquidated damages are payable thereon, when such additional
or special interest or liquidated damages are payable and the amount thereof.
The Company shall notify the Trustee and Paying Agent in writing at least five
Business Days prior to each Interest Payment Date with respect to Securities of
such series whether additional or special interest or liquidated damages are
payable and, to the extent such additional or special interest or liquidated
damages are payable, shall certify in such notice the date such additional or
special interest or liquidated damages commenced to accrue, the applicable per
annum interest rate or rates applicable thereto and the periods such additional
or special interest or liquidated damages accrued at each such rate and the
aggregate amount of such additional or special interest or liquidated damages
payable on such Interest Payment Date.

         Section 3.11      Cancellation of Securities; Destruction Thereof.
                           ------------------------------------------------

         All Securities surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a sinking
or analogous fund, shall, if surrendered to the Company or any Paying Agent or
any Securities Registrar, be delivered to the Trustee for cancellation or, if
surrendered to the Trustee, shall be cancelled by it, and no Securities shall be
issued in lieu thereof except as expressly permitted by any of the provisions of
this Indenture. The Trustee shall, unless instructed to deliver the Securities
to the Company in a company order, destroy such cancelled Securities and deliver
certification of their destruction to the Company. If the Company shall acquire
any of the Securities, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the same are delivered to the Trustee for cancellation.

         Section 3.12      Temporary Securities.
                           ---------------------

         Pending the preparation by the Company of definitive Securities of any
series, the Company may execute and the Trustee shall authenticate and make
available for delivery in the manner provided in Section 3.3, temporary
Securities for such series (printed, lithographed, typewritten or otherwise
reproduced, in each case in form satisfactory to the Trustee). Temporary
Securities of any series shall be issuable in any authorized denomination, and
substantially in the form of the definitive Securities of such series in lieu of
which they are issued but with such omissions, insertions and variations as may
be appropriate for temporary securities, all as may be determined by the Company
with the concurrence of the Trustee. Temporary Securities may contain such
reference to any provisions of this Indenture as may be appropriate. Every
temporary Security shall be executed by the Company and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities. Without unreasonable delay the
Company shall execute and shall furnish definitive Securities of such series and
thereupon temporary Securities of such series may be surrendered in exchange
therefor without charge at the Corporate Trust Office of the Trustee, and the
Trustee shall authenticate and make available for delivery in exchange for such
temporary Securities an equal aggregate principal amount of definitive
Securities of the same series. Such exchange shall be made by the Company at its
own expense and without any



                                      -27-




charge therefor except that in case of any such exchange involving any
registration of transfer the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto. Until so exchanged, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of such series authenticated and delivered hereunder.

         Section 3.13      Computation of Interest.
                           ------------------------

         Except as otherwise specified as contemplated by Section 3.1 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

         Section 3.14      CUSIP Numbers.
                           --------------

         The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders as set-forth in Section 15.2.

                                   ARTICLE 4
                            COVENANTS OF THE COMPANY

         The Company covenants and agrees for the benefit of each series of
Securities (except to the extent that any series of Securities is excluded from
the benefits of any of such covenants pursuant to Section 3.1(o)) that on and
after the date of original execution of this Indenture and so long as any of the
Securities of such series remain Outstanding:

         Section 4.1       Payment of Securities.
                           ----------------------

         The Company will duly and punctually pay or cause to be paid the
principal of any premium and interest on, and any Additional Amounts with
respect to the Securities of such series at the place or places, at the
respective times and in the manner provided in such Securities and in the
Indenture.

         Section 4.2       Offices or Agency.
                           ------------------

         So long as any of the Securities remain Outstanding, the Company will
maintain in the Borough of Manhattan, The City of New York, New York, an office
or agency where such Securities may be presented or surrendered for payment,
where such Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of such
Securities and this Indenture may be served, which office or agency shall
initially be the Corporate Trust Office of the Trustee or, if the Corporate
Trust Office of the Trustee is not located in the Borough of Manhattan, The City
of New York, such office or agency shall be the principal corporate trust office
of the Authenticating Agent designated pursuant to Section 7.14 hereof. The
Company will give prompt written notice to the Trustee of any change in the
location of any such office or agency. If at any time the



                                      -28-



Company shall fail to maintain such required office or agency or shall fail to
furnish the Trustee with the required information with respect thereto,
presentations, surrenders, notices and demands in respect of Securities may be
made or served at the Corporate Trust Office of the Trustee and the corporate
trust office of any Authenticating Agent appointed hereunder; and the Company
hereby appoints the Trustee and any Authenticating Agent appointed hereunder its
agents to receive all such presentations, surrenders, notices and demands.

                  The Company may also from time to time designate one or more
other offices or agencies (in or outside The City of New York) where the
Securities of one or more series, or any Tranche thereof may be presented or
surrendered for any or all of such purposes, and may from time to time rescind
such designation; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain for such
purposes an office or agency in the Borough of Manhattan, The City of New York.
The Company will promptly notify the Trustee of any such designation or
rescission thereof.

                  Unless otherwise specified with respect to any Securities
pursuant to Section 3.1, if and so long as the Securities of any series (i) are
denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency,
or so long as it is required under any other provision of this Indenture, then
the Company will maintain with respect to each such series of Securities, or as
so required, at least one exchange rate agent.

         Section 4.3       Money for Securities Payments to Be Held in Trust.
                           --------------------------------------------------

         If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it shall, on or before each due date of the
principal of, any premium or interest on or Additional Amounts with respect to
any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 3.1 for the Securities of such series) sufficient to pay the principal
or any premium, interest or Additional Amounts so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and
shall promptly notify the Trustee in writing of its action or failure so to act.

                  Whenever the Company shall have one or more Paying Agents for
any series of Securities, it shall, on or prior to each due date of the
principal of, any premium or interest on or any Additional Amounts with respect
to any Securities of such series, deposit with any Paying Agent a sum (in the
currency or currencies, currency unit or units or composite currency or
currencies described in the preceding paragraph) sufficient to pay the principal
and any premium, interest or Additional Amounts so becoming due, such sum to be
held in trust for the benefit of the Persons entitled thereto, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee in
writing of its action or failure so to act.

                  The Company shall cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent



                                      -29-



shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent shall:

         (a) hold all sums held by it for the payment of the principal of, any
premium or interest on or any Additional Amounts with respect to Securities of
such series or Tranche in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as
provided in or pursuant to this Indenture;

         (b) give the Trustee notice of any default by the Company (or any other
obligor upon the Securities of such series) in the making of any payment of
principal of, any premium or interest on or any Additional Amounts with respect
to the Securities of such series; and

         (c) At any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent.

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same terms as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such sums.

                  Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 12.3, Section 12.4 and Section 12.5.

         Section 4.4       Additional Amounts.
                           -------------------

         All payments of principal of and premium, if any, interest and any
other amounts on, or in respect of, the Securities of any series shall be made
without withholding or deduction at source for, or on account of, any present or
future taxes, fees, duties, assessments or governmental charges of whatever
nature imposed or levied by or on behalf of Bermuda or any other jurisdiction in
which the Company is organized or otherwise considered to be a resident for tax
purposes, or any other jurisdiction from which or through which a payment on the
Securities is made by the Company (each, a "Taxing Jurisdiction") or any
political subdivision or taxing authority thereof or therein, unless such taxes,
fees, duties, assessments or governmental charges are required to be withheld or
deducted by (i) the laws (or any regulations or ruling promulgated thereunder)
of a Taxing Jurisdiction or any political subdivision or taxing authority
thereof or therein or (ii) an official position regarding the application,
administration, interpretation or enforcement of any such laws, regulations or
rulings (including, without limitation, a holding by a court of competent
jurisdiction or by a taxing authority in a Taxing Jurisdiction or any political
subdivision thereof).



                                      -30-



                  If a withholding or deduction at source is required, the
Company shall, subject to certain limitations and exceptions set forth below,
pay to the Holder of any such Security such Additional Amounts as may be
necessary so that every net payment of principal, premium, if any, interest or
any other amount made to such Holder, after such withholding or deduction
(including any such withholding or deduction from such additional amounts),
shall not be less than the amount provided for in such Security and this
Indenture to be then due and payable; provided, however, that the Company shall
not be required to make payment of such Additional Amounts for or on account of:

         (a) any tax, fee, duty, assessment or governmental charge of whatever
nature which would not have been imposed but for the fact that such Holder: (A)
was a resident, domiciliary or national of, or engaged in business or maintained
a permanent establishment or was physically present in, the relevant Taxing
Jurisdiction or any political subdivision thereof or otherwise had some
connection with the relevant Taxing Jurisdiction other than by reason of the
mere ownership of, or receipt of payment under, or enforcement of rights with
respect to, such Security; (B) presented such Security, where presentation is
required, for payment in the relevant Taxing Jurisdiction or any political
subdivision thereof, unless such Security could not have been presented for
payment elsewhere; or (C) presented such Security, where presentation is
required, more than thirty (30) days after the date on which the payment in
respect of such Security first became due and payable or provided for, whichever
is later, except to the extent that the Holder would have been entitled to such
Additional Amounts if it had presented such Security for payment on any day
within such period of thirty (30) days;

         (b) any estate, inheritance, gift, sale, transfer, personal property or
similar tax, assessment or other governmental charge;

         (c) any tax, assessment or other governmental charge that is imposed or
withheld by reason of the failure by the Holder or the beneficial owner of such
Security to comply with any reasonable request by the Company addressed to the
Holder within 90 days of such request (A) to provide information concerning the
nationality, residence or identity of the Holder or such beneficial owner or (B)
to make any declaration or other similar claim or satisfy any information or
reporting requirement, which, in the case of (A) or (B), is required or imposed
by statute, treaty, regulation or administrative practice of the relevant Taxing
Jurisdiction or any political subdivision thereof as a precondition to exemption
from all or part of such tax, assessment or other governmental charge;

         (d) any withholding or deduction required to be made pursuant to any EU
Directive on the taxation of savings implementing the conclusions of the ECOFIN
Council meetings of 26-27 November 2000, 3 June 2003 or any law implementing or
complying with, or introduced in order to confirm to, such EU Directive; or

         (e) any combination of items (a), (b), (c) and (d);

nor shall Additional Amounts be paid with respect to any payment of the
principal of, or premium, if any, interest or any other amounts on, any such
Security to any Holder who is a


                                      -31-



fiduciary or partnership or other than the sole beneficial owner of such
Security to the extent such payment would be required by the laws of the
relevant Taxing Jurisdiction (or any political subdivision or relevant taxing
authority thereof or therein) to be included in the income for tax purposes of a
beneficiary or partner or settlor with respect to such fiduciary or a member of
such partnership or a beneficial owner who would not have been entitled to such
Additional Amounts had it been the Holder of the Security.

                  Whenever in this Indenture there is mentioned, in any context,
the payment of the principal of or any premium, interest or any other amounts
on, or in respect of, any Security of any series or the net proceeds received on
the sale or exchange of any Security of any series, such mention shall be deemed
to include mention of the payment of Additional Amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of Additional Amounts
(if applicable) in any provision hereof shall not be construed as excluding the
payment of Additional Amounts in those provisions hereof where such express
mention is not made.

                  Except as otherwise provided in or pursuant to this Indenture
or the related Board Resolution of the applicable series, at least 10 days prior
to the first Interest Payment Date with respect to a series of Securities (or if
the Securities of such series shall not bear interest prior to Maturity, the
first day on which a payment of principal is made), and at least 10 days prior
to each date of payment of principal or interest if there has been any change
with respect to the matters set forth in the below-mentioned Officer's
Certificate, the Company shall furnish to the Trustee and the principal Paying
Agent or Paying Agents, if other than the Trustee, an Officer's Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and premium, if any, interest or any other amounts on
the Securities of such series shall be made to Holders of Securities of such
series without withholding for or on account of any tax, fee, duty, assessment
or other governmental charge described in this Section 4.4. If any such
withholding shall be required, then such Officer's Certificate shall specify by
Taxing Jurisdiction the amount, if any, required to be withheld on such payments
to such Holders of Securities and the Company agrees to pay to the Trustee or
such Paying Agent the Additional Amounts required by this Section 4.4. The
Company covenants to indemnify the Trustee and any Paying Agent for, and to hold
them harmless against, any loss, liability or expense reasonably incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officer's
Certificate furnished pursuant to this Section 4.4.

                  The Company will make any required withholding or deduction
and remit the full amount deducted or withheld to the relevant Taxing
Jurisdiction in accordance with applicable law. The Company will furnish to the
Holders, within 60 days after the date the payment of any taxes so deducted or
withheld is due pursuant to applicable law, either certified copies of tax
receipts evidencing such payment by the Company or, if such receipts are not
obtainable, other evidence of such payments by the Company reasonably
satisfactory to the Holders.



                                      -32-



                  The Company shall promptly pay when due any present or future
stamp, court or documentary taxes or any other excise or property taxes, charges
or similar levies that arise in any Taxing Jurisdiction from the execution,
delivery, or registration of any Security or any other document or instrument
relating to the issuance thereof or the receipt of any payments with respect to
the Securities. The Company shall indemnify and make whole the Holders of
Securities for any present or future stamp, court or documentary taxes or any
other excise or property taxes, charges or similar levies payable by the Company
as provided in this Section 4.4 that are paid by such Holders.

                  The foregoing obligations will survive any termination,
defeasance or discharge of the Indenture and will apply mutatis mutandis to any
jurisdiction in which any successor to the Company is organized or any political
subdivision or taxing authority or agency thereof or therein.

         Section 4.5       Redemption for Tax Purposes.
                           ----------------------------

         The Company may redeem the Securities at its option, in whole but not
in part, at a Redemption Price equal to 100% of the principal amount, together
with accrued and unpaid interest and Additional Amounts, if any, to the date
fixed for redemption, if at any time it determines in good faith that as a
result of (i) any change in or amendment to the laws or treaties (or any
regulations or rulings promulgated under these laws or treaties) of any Taxing
Jurisdiction (or of any political subdivision or taxation authority thereof
affecting taxation) or any change in the position regarding the application or
official interpretation of such laws, treaties, regulations or rulings
(including a holding, judgment or order by a court of competent jurisdiction)
which change in position becomes effective after the issuance of the Securities,
or (ii) any action taken by any Taxing Jurisdiction (or any political
subdivision or taxing authority thereof affecting taxation) which action is
generally applied or is taken with respect to the Company, the Company would be
required as of the next Interest Payment Date to pay Additional Amounts with
respect to the Securities as provided in Section 4.4 and such requirements
cannot be avoided by the use of reasonable measures (consistent with practices
and interpretations generally followed or in effect at the time such measures
could be taken) then available. If the Company elects to redeem the Securities
under this provision it will give written notice of such election to the
Trustee. If the Company elects to redeem the Securities under this provision it
will also mail a notice of redemption at least 30 days but no more than 60 days
before the Redemption Date to each Holder of the Securities to be redeemed.
Unless the Company defaults in the payment of the Redemption Price, on and after
the Redemption Date, interest will cease to accrue on the Securities or portions
thereof called for redemption. Any such redemption will be subject to ARTICLE 14
hereof.

         Notwithstanding the foregoing, no such notice of redemption will be
given earlier than 90 days prior to the earliest date on which the Company would
be obliged to make such payment of Additional Amounts or withholding if a
payment in respect of the Securities were then due. In any event, prior to the
publication or mailing or any notice of redemption of the Securities pursuant to
the foregoing, the Company will deliver to the Trustee an opinion of independent
tax counsel of recognized standing reasonably satisfactory to the Trustee to the



                                      -33-



effect that the circumstances referred to above exist. The Trustee will accept
such opinion as sufficient evidence of the satisfaction of the conditions
precedent described above, in which event it will be conclusive and binding on
the Holders of the Securities.

         Section 4.6       Corporate Existence.
                           --------------------

         Subject to ARTICLE 11, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its legal
existence and rights (charter and statutory) and franchises; provided, however,
that the foregoing shall not obligate the Company to preserve any such right or
franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of its business and that the loss thereof is not
disadvantageous in any material respect to any Holder.

         Section 4.7       Waiver of Certain Covenants.
                           ----------------------------

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Section 4.6 with respect to the
Securities of any series if before the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Securities of such
series, by Act of such Holders, either shall waive such compliance in such
instance or generally shall have waived compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.

         Section 4.8       Certificates to Trustee.
                           ------------------------

         The Company will, within 120 days after the end of each fiscal year,
file with the Trustee an Officer's Certificate complying with the provisions of
the second paragraph of Section 14.6, covering the period from the date of
original execution of this Indenture to December 31, [ ] in the case of the
first such certificate, and covering the preceding calendar year in the case of
each subsequent certificate, and stating whether or not, to the knowledge of
each of the signers, one of whom shall be the principal executive officer, the
principal financial officer or the principal accounting officer, the Company has
complied with the conditions and covenants on its part contained in this
Indenture, and, if the signers, to the best of their knowledge, know of any
event which is, or after notice or lapse of time or both would become, a default
by the Company in the performance, observance or fulfillment of any such
condition or covenant, specifying each such default and the nature thereof. For
the purpose of this Section, compliance shall be determined without regard to
any grace period or requirement of notice provided pursuant to the terms of this
Indenture.

         The Company shall deliver to the Trustee, within five days after the
occurrence thereof, written notice of any Event of Default or any event which
after notice or lapse of time or both would become an Event of Default pursuant
to clause (c) of Section 6.1.




                                      -34-



         Section 4.9       Calculation of Original Issue Discount.
                           ---------------------------------------

         The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on any Outstanding
Original Issue Discount Securities as of the end of such year and (ii) such
other specific information relating to such original issue discount as may then
be relevant under the Internal Revenue Code of 1986, as amended from time to
time.

                                   ARTICLE 5
                     SECURITYHOLDER LISTS AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE

         Section 5.1       Company to Furnish Trustee Information as to Names
                           ---------------------------------------------------
and Addresses of Securityholders.
- ---------------------------------

         The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee a list in such form as the Trustee may reasonably
require of the names and addresses of the Holders of the Securities of each
series semiannually and not later than June 30 and December 31 in each year, and
at such other times as the Trustee may request in writing, as of a date no more
than 15 days prior to the date such information is so furnished; provided that,
if and so long as the Trustee shall be the Securities Registrar for such series,
such list shall not be required to be furnished.

         Section 5.2       Preservation and Disclosure of Securityholder Lists.
                           ----------------------------------------------------

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information received by it pursuant to Section 5.1 and similar
information received by it in any other capacity under this Indenture and afford
Holders access to the information preserved by it, all to such extent, if any,
and in such manner as shall be required by the Trust Indenture Act.

         (b) Each and every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any Paying Agent shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
of Securities in accordance with the provisions of Section 5.2(a), regardless of
the source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material pursuant to a request
made under Section 5.2(a). In case three or more Holders of Securities of any
series (for purposes of this Section, "applicants") apply in writing to the
Trustee and furnish to the Trustee reasonable proof that each such applicant has
owned a Security for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other Holders of Securities of a particular series (in which
case the applicants must all hold Securities of such series) or with Holders of
all Securities with respect to their rights under this Indenture or under such
Securities and such application is accompanied by a copy of the form of proxy or
other communication which such applicants



                                      -35-



propose to transmit, then the Trustee shall, within five business days after the
receipt of such application, at its election, either:

                  (i) afford to such applicants access to the information
         preserved at the time by the Trustee in accordance with the provision
         of subsection (a) of this Section 5.2, or

                  (ii) inform such applicant as to the approximate number of
         Holders of Securities of such series or all Securities, as the case may
         be, whose names and addresses appear in the information preserved at
         the time by the Trustee, in accordance with the provisions of
         subsection (a) of this Section 5.2, and as to the approximate cost of
         mailing to such Securityholders the form of proxy or other
         communication, if any, specified in such application. If the Trustee
         shall elect not to afford to such applicants access to such
         information, the Trustee shall, upon the written request of such
         applicants, mail to each Securityholder of such series or all
         Securities, as the case may be, whose name and address appear in the
         information preserved at the time by the Trustee in accordance with the
         provisions of subsection (a) of this Section 5.2, a copy of the form of
         proxy or other communication which is specified in such request, with
         reasonable promptness after a tender to the Trustee of the material to
         be mailed and of payment, or provision for the payment, of the
         reasonable expenses of a mailing, unless within five days after such
         tender, the Trustee shall mail to such applicants and file with the
         Commission together with a copy of the material to be mailed, a written
         statement to the effect that, in the opinion of the Trustee, such
         mailing would be contrary to the best interest of the Holders of
         Securities of such series or all Securities, as the case may be, or
         could be in violation of applicable law. Such written statement shall
         specify the basis of such opinion. If the Commission, after opportunity
         for a hearing upon the objections specified in the written statement so
         filed, shall enter an order refusing to sustain any of such objections
         or if, after the entry of such order sustaining one or more of such
         objections, the Commission shall find, after notice and opportunity for
         hearing, that all the objections so sustained have been met, and shall
         enter an order so declaring, the Trustee shall mail copies of such
         material to all such Securityholders with reasonable promptness after
         the entry of such order and the renewal of such tender; otherwise the
         Trustee shall be relieved of any obligation or duty to such applicants
         respecting their application.

         Section 5.3       Reports by the Company.
                           -----------------------

         The Company covenants:

         (a) to file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934; or, if the Company is not required to file information, documents
or reports pursuant to either of such Sections, then to file with the Trustee
and the Commission, in accordance with



                                      -36-



rules and regulations prescribed from time to time by the Commission, such of
the supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934 in
respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations;

         (b) to file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the
Company with the conditions and covenants provided for in this Indenture as may
be required from time to time by such rules and regulations; and

         (c) to transmit by mail to the Holders of Securities in the manner and
to the extent provided in Section 5.4 within 30 days after the filing thereof
with the Trustee, such summaries of any information, documents and reports
required to be filed by the Company pursuant to subsections (a) and (b) of this
Section as may be required to be transmitted to such Holders by rules and
regulations prescribed from time to time by the Commission.

         The delivery of such reports, information and documents to the Trustee
pursuant to this Section 5.3 is for informational purposes only and the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer's
Certificates) other than with respect to Section 7.2.

         Section 5.4       Reports by the Trustee.
                           -----------------------

         (a) Within 60 days after May 15 in each year following the date of
original execution of this Indenture, so long as any Securities are Outstanding
hereunder, the Trustee shall transmit by mail (with a copy to the Company) to
the Securityholders of such series in the manner and to extent provided in Trust
Indenture Act Section 313(c), a brief report, as provided by the Trust Indenture
Act Sections 313(a) and (b).

         (b) A copy of each such report shall, at the time of such transmission
to the Securityholders of any series, be furnished to the Company and be filed
by the Trustee with each stock exchange upon which the Securities of such series
are listed and also with the Commission. The Company agrees to notify the
Trustee promptly when and as the Securities of any series become admitted to
trading on any national securities exchange.

                                   ARTICLE 6
                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT


                                      -37-



         Section 6.1       Event of Default Defined; Acceleration of Maturity;
                           ---------------------------------------------------
Waiver of Default.
- ------------------

         "Event of Default", with respect to the Securities of any series,
wherever used herein, means each one of the following events which shall have
occurred and be continuing (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body), unless it is either
inapplicable to a particular series or it is specifically deleted or modified in
the applicable resolution of the Board of Directors or in the supplemental
indenture under which such series of Securities is issued, as the case may be,
as contemplated by Section 3.1:

         (a) default in the payment of any interest on any of the Securities of
such series, or any Additional Amounts payable with respect thereto, as and when
the same shall become due and payable, and continuance of such default for a
period of 30 days and the time for payment of such interest or Additional
Amounts has not been extended; provided, however that if the Company is
permitted by the terms of the Securities of the applicable series to defer the
payment in question, the date on which such payment is due and payable shall be
the date on which the Company is required to make payment following such
deferral, if such deferral has been elected pursuant to the terms of the
Securities of that series; or

         (b) default in the payment of the principal of or premium, if any, on
any of the Securities of such series as, or any Additional Amounts payable with
respect thereto, and when the same shall become due and payable at Maturity, and
the time for payment of such principal (or premium, if any), or any Additional
Amounts payable with respect thereto, has not been extended; provided, however,
that if the Company is permitted by the terms of the Securities of the
applicable series to defer the payment in question, the date on which such
payment is due and payable shall be the date on which the Company is required to
make payment following such deferral, if such deferral has been elected pursuant
to the terms of the Securities of that series; or

         (c) default in the performance or breach of any other covenant or
warranty of the Company in respect of the Securities of such series (other than
a covenant or warranty in respect of the Securities of such series a default in
whose performance or observance is elsewhere in this Section specifically dealt
with), and continuance of such default for a period of 60 days after there has
been given, by registered or certified mail, to the Company by the Trustee, or
to the Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of all series affected thereby, a written
notice specifying such default and requiring it to be remedied and stating that
such notice is a "Notice of Default" hereunder; or

         (d) default in the payment at Maturity of Indebtedness of the Company
in excess of $50,000,000 or if any event of default as defined in any mortgage,
indenture or instrument under which there may be issued, or by which there may
be secured or evidenced, any Indebtedness of the Company (other than
Indebtedness which is non-recourse to the Company) shall happen and shall result
in the acceleration of more than $50,000,000 in principal amount



                                      -38-



of such Indebtedness (after giving effect to any applicable grace period) and
such default shall not be cured or waived or such acceleration shall not be
rescinded or annulled within a period of 60 days after there shall have been
given, by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount of
the Outstanding Securities of such series, a written notice specifying such
default or event of default and requiring the Company to cause such default to
be cured or waived or to cause such acceleration to be rescinded or annulled or
to cause such Indebtedness to be discharged and stating that such notice is a
"Notice of Default" hereunder; or

         (e) the Company shall fail within 60 days to pay, bond or otherwise
discharge any uninsured judgment or court order for the payment of money in
excess of $50,000,000, which is not stayed on appeal or is not otherwise being
appropriately contested in good faith; or

         (f) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Company in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or, under any such law, (i) appointing a receiver, liquidator, assignee,
custodian, trustee or sequestrator (or similar official) of the Company or for
any substantial part of its property or (ii) ordering the winding up or
liquidation of its affairs, and such decree or order shall remain unstayed and
in effect for a period of 60 consecutive days; or

         (g) the Company shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or,
under any such law, (i) consent to the entry of an order for relief in an
involuntary case under any such law, (ii) consent to the appointment or taking
possession by a receiver, liquidator, assignee, custodian, trustee or
sequestrator (or similar official) of the Company or for any substantial part of
its property, or (iii) make any general assignment for the benefit of creditors;
or

         (h) default in the performance or breach of the conditions of Section
11.1 and Section 11.2, and the continuation of such violation for 60 days after
there has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of such series, a written notice
specifying such failure to comply and requiring it to be remedied and stating
that such notice is a "Notice of Default"; or

         (i) any other Event of Default established by or pursuant to a
resolution of the Board of Directors or one or more indentures supplemental
hereto as applicable to the Securities of such series.

         If an Event of Default described in clause (a), (b), (c), (d), (e), (h)
or (i) above occurs and is continuing with respect to Securities of any series
at the time Outstanding, the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Securities of such series then Outstanding, by
notice in writing to the Company (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the
principal as may be specified in the



                                      -39-



terms of such series) of all Securities of such series and the interest accrued
thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable.

                  If any Event of Default described in clause (f) or (g) above
occurs and is continuing, all unpaid principal of the Securities then
Outstanding of that series and the interest accrued thereon, if any, shall ipso
facto become and be immediately due and payable without declaration,
presentment, demand or notice of any kind by the Trustee or any Holder of
Securities of that series.

                  The foregoing provisions, however, are subject to the
condition that if, at any time after a declaration of acceleration with respect
to the Securities of any series has been made and before any judgment or decree
for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest, if any, and any
Additional Amounts with respect to all the Securities of such series (or upon
all the Securities, as the case may be) and the principal of (and premium, if
any, on) any and all Securities of such series (or of all the Securities, as the
case may be) which shall have become due otherwise than by acceleration (with
interest upon such principal and premium, if any, and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest or Additional Amounts, at the Overdue Rate applicable
to such series to the date of such payment or deposit) and all amounts payable
to the Trustee pursuant to the provisions of Section 7.6, and such amount as
shall be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of its negligence or bad faith,
and if any and all Events of Default under the Indenture, other than the
nonpayment of the principal of and accrued interest on and any Additional
Amounts with respect to Securities of such series which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as provided
herein - then and in every such case the Holders of a majority in aggregate
principal amount of the Securities of such series (each series voting as a
separate class), or of all the Securities (voting as a single class), as the
case may be, then Outstanding, by written notice to the Company and to the
Trustee, may waive all defaults with respect to that series (or with respect to
all the Securities, as the case may be) and rescind and annul such acceleration
and its consequences, but no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or shall impair any right
consequent thereon.

                  For all purposes under this Indenture, if a portion of the
principal of any Original Issue Discount Security shall have been accelerated
and declared or become due and payable pursuant to the provisions hereof, then,
from and after such acceleration, unless such acceleration has been rescinded
and annulled, the principal amount of such Original Issue Discount Security
shall be deemed, for all purposes hereunder, to be such portion of the principal
thereof as shall be due and payable as a result of such acceleration, and
payment of such portion of the principal thereof as shall be due and payable as
a result of such acceleration,



                                      -40-


together with interest, if any, thereon and all other amounts owing thereunder,
shall constitute payment in full of such Original Issue Discount Security.

         Section 6.2       Collection of Indebtedness by Trustee; Trustee May
                           --------------------------------------------------
Prove Debt.
- -----------

         The Company covenants that (a) in case default shall be made in the
payment of any installment of interest on or any Additional Amounts with respect
to any of the Securities of any series when such interest shall have become due
and payable, and such default shall have continued for a period of 30 days or
(b) in case default shall be made in the payment of all or any part of the
principal of or any premium, if any, on any Securities of any series or any
Additional Amounts with respect thereto when the same shall have become due and
payable, whether upon Stated Maturity of the Securities of such series or upon
any redemption or by acceleration or otherwise, then upon demand of the Trustee
for such series, the Company will pay to the Trustee for the benefit of the
Holder of any such Security the whole amount that then shall have become due and
payable on any such Security for the principal, premium, if any, and interest,
if any, with interest upon the overdue principal and premium, if any, and, so
far as payment of the same is enforceable under applicable law, on overdue
installments of interest and Additional Amounts, at the Overdue Rate applicable
to any such Security; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, and any further
amounts payable to the Trustee, its agents and counsel pursuant to the
provisions of Section 7.6.

                  In case the Company shall fail forthwith to pay such amounts
upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any action or proceedings at
law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceedings to judgment or final decree, and may
enforce any such judgment or final decree against the Company or other obligor
upon such Securities and collect in the manner provided by law out of the
property of the Company or other obligor upon such Securities, wherever
situated, the moneys adjudged or decreed to be payable.

                  The Trustee shall be entitled and empowered, either in its own
name as trustee of an express trust, or as attorney-in-fact for the Holders of
any of the Securities, or in both such capacities, to file such proof of debt,
amendment of proof of debt, claim, petition or other document as may be
necessary or advisable in order to have the claims of the Trustee and of the
Holders of Securities allowed in any equity receivership, insolvency,
bankruptcy, liquidation, readjustment, reorganization or other similar
proceedings, or any judicial proceedings, relative to the Company or any other
obligor on the Securities or its creditors or its property. The Trustee is
hereby irrevocably appointed (and the successive respective Holders of the
Securities, by taking and holding the same, shall be conclusively deemed to have
so appointed the Trustee) the true and lawful attorney-in-fact of the respective
Holders of the Securities, with authority to make or file in the respective
names of the Holders of the Securities any proof of debt, amendment of proof of
debt, claim, petition or other document in any such proceedings and to receive
payment of any sums becoming distributable on account thereof, and to execute
any other papers and documents and do and perform any and all acts and things
for and on


                                      -41-



behalf of such Holders of the Securities as may be necessary or advisable in the
opinion of the Trustee in order to have the respective claims of the Holders of
the Securities against the Company or any other obligor on the Securities and/or
its property allowed in any such proceedings, and to receive payment of or on
account of such claims; provided, however, that nothing herein contained shall
be deemed to authorize or empower the Trustee to consent to or accept or adopt,
on behalf of any Holder of Securities, any plan of reorganization or
readjustment of the Company or any other obligor on the Securities or, by other
action of any character in any such proceeding, to waive or change in any way
any right of any Holder of any Security, even though it may otherwise be
entitled so to do under any present or future law, all such power or
authorization being hereby expressly denied.

                  All rights of action and of asserting claims under this
Indenture or under any of the Securities may be enforced by the Trustee without
the possession of any of the Securities or the production thereof in any trial
or other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Trustee, each predecessor
Trustee and their respective agents and attorneys, shall be for the ratable
benefit of the holders of the Securities in respect of which such action was
taken.

                  In any proceedings brought by the Trustee (and also any
proceedings involving the interpretation of any provision of this Indenture to
which the Trustee shall be a party), the Trustee shall be held to represent all
the Holders of the Securities in respect of which such action was taken, and it
shall not be necessary to make any Holders of such Securities parties to any
such proceedings.

         Section 6.3       Application of Proceeds.
                           ------------------------

         Any moneys collected by the Trustee pursuant to this Article in respect
of any series of the Securities, together with any other sums held by the
Trustee (as such) hereunder (other than sums held in trust for the benefit of
the Holders of particular Securities), shall be applied in the following order
at the date or dates fixed by the Trustee and, in case of the distribution of
such moneys on account of principal, or any premium, interest or Additional
Amounts, upon presentation (except in respect of Subdivision First below) of the
several Securities in respect of which moneys have been collected and stamping
(or otherwise noting) thereon the payment, or issuing Securities of such series
in reduced principal amounts in exchange for the presented Securities of like
series if only partially paid, or upon surrender thereof if fully paid:

                  FIRST: To the payment of costs and expenses applicable to such
         series in respect of which moneys have been collected, including
         reasonable compensation to the Trustee and each predecessor Trustee and
         their respective agents and attorneys and of all expenses and
         liabilities incurred, and all advances made, by the Trustee and each
         predecessor Trustee except as a result of its negligence or bad faith,
         and all other amounts due to the Trustee or any predecessor Trustee
         pursuant to Section 7.6;



                                      -42-



                  SECOND: In case the principal of the Securities of such series
         in respect of which moneys have been collected shall not have become
         and be then due and payable, to the payment of interest and any
         Additional Amounts on the Securities of such series in default in the
         order of the maturity of the installments of such interest, with
         interest (to the extent that such interest has been collected by the
         Trustee), so far as it may be enforceable under applicable law, upon
         the overdue installments of interest and any Additional Amounts at the
         Overdue Rate applicable to such series, such payments to be made
         ratably to the Persons entitled thereto, without discrimination or
         preference;

                  THIRD: In case the principal of the Securities of such series
         in respect of which moneys have been collected shall have become and
         shall be then due and payable, to the payment of the whole amount then
         owing and unpaid upon all the Securities of such series for principal
         and premium, if any, and interest, if any, and any Additional Amounts,
         with interest upon the overdue principal and premium, if any, and (to
         the extent that such interest has been collected by the Trustee), so
         far as payment of the same is enforceable under applicable law, upon
         overdue installments of interest and any Additional Amounts, if any, at
         the Overdue Rate applicable to such series; and in case such moneys
         shall be insufficient to pay in full the whole amount so due and unpaid
         upon the Securities of such series, then to the payment of such
         principal, premium, if any, and interest, if any, and any Additional
         Amounts, without preference or priority of principal and premium, if
         any, over interest or any Additional Amounts, or of interest or any
         Additional Amounts, if any, over principal and premium, if any, or of
         any installment of interest over any other installment of interest, or
         of any Security of such series over any other Security of such series,
         ratably to the aggregate of such principal, premium, if any, and
         accrued and unpaid interest, if any; and

                  FOURTH: To the payment of the remainder, if any, to the
         Company or as a court of competent jurisdiction may direct in writing.

         Section 6.4       Suits for Enforcement.
                           ----------------------

         In case an Event of Default with respect to Securities of any series
has occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

         Section 6.5       Restoration of Rights on Abandonment of Proceedings.
                           ----------------------------------------------------

         In case the Trustee or any Holder shall have proceeded to enforce any
right under this Indenture and such proceedings shall have been discontinued or
abandoned for any reason, or shall have been determined adversely to the Trustee
or such Holder, then and in every such case (subject to the binding effect of
any determination made in such proceedings) the Company and



                                      -43-



the Trustee and each of the Holders shall be restored severally and respectively
to their former positions and rights hereunder, and (subject as aforesaid) all
rights, remedies and powers of the Company, the Trustee and the Holders shall
continue as though no such proceedings had been instituted.

         Section 6.6       Limitations on Suits by Securityholders.
                           ----------------------------------------

         No Holder of any Security of any series shall have any right by virtue
or by availing of any provision of this Indenture to institute an action or
proceeding at law or in equity or in bankruptcy or otherwise upon or under or
with respect to this Indenture, or for the appointment of a trustee, receiver,
liquidator, custodian or other similar official or for any other remedy
hereunder, unless such Holder previously shall have given to the Trustee written
notice of an Event of Default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding shall have
made written request upon the Trustee to institute such action or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby and the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity shall have failed to
institute any such action or proceeding and no direction inconsistent with such
written request shall have been given to the Trustee pursuant to Section 6.9; it
being understood and intended, and being expressly covenanted by the taker and
Holder of every Security with every other taker and Holder of any Security and
with the Trustee, that no one or more Holders of Securities of any series shall
have any right in any manner whatever by virtue or by availing of any provision
of this Indenture to affect, disturb or prejudice the rights of any other Holder
of Securities, or to obtain or seek to obtain priority over or preference to any
other such Holder or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
Holders of Securities of such series. For the protection and enforcement of the
provisions of this Section, each and every Holder of Securities of any series
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.

         Section 6.7       Unconditional Right of Securityholders to Institute
                           ---------------------------------------------------
 Certain Suits.
- ---------------

         Nothing contained in this Indenture or in the Securities of any series
shall affect or impair the obligation of the Company, which is unconditional and
absolute, to pay the principal of, and premium, if any, and interest, if any,
on, and any Additional Amounts with respect to, the Securities of such series at
the respective places, at the respective times, at the respective rates, in the
respective amounts and in the coin or currency therein and herein prescribed, or
affect or impair the right of action, which is also absolute and unconditional,
of any Holder of any Security to institute suit to enforce such payment at the
respective due dates expressed in such Security, or upon redemption, by
declaration, repayment or otherwise as herein provided without reference to, or
the consent of, the Trustee or the Holder of any other Security, unless such
Holder consents thereto or unless and to the extent that the institution or
prosecution.



                                      -44-



         Section 6.8       Powers and Remedies Cumulative; Delay or Omission
                           -------------------------------------------------
Not Waiver of Default.
- ----------------------

         Except as provided in Section 6.6, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holder of any Security is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

         No delay or omission of the Trustee or of any Holder of any Security of
any series to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power or
shall be construed to be a waiver of any such Event of Default or an
acquiescence therein; and, subject to Section 6.6, every power and remedy given
by this Indenture or by law to the Trustee or to the Holder of any Security may
be exercised from time to time, and as often as shall be deemed expedient, by
the Trustee or by the Holder of such Security.

         Section 6.9       Control by Holders of Securities.
                           ---------------------------------

         The Holders of a majority in aggregate principal amount of the
Securities of each series affected (with each series voting as a separate class)
at the time Outstanding shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such series by this Indenture; provided that such direction shall
not be otherwise than in accordance with law and the provisions of this
Indenture, and provided, further, that (subject to the provisions of Section
7.1) the Trustee shall have the right to decline to follow any such direction if
the Trustee, being advised by counsel, shall determine that the action or
proceeding so directed may not lawfully be taken or if the Trustee shall
determine that the action or proceedings so directed would expose the Trustee to
personal liability or would be contrary to the provisions hereof, being advised
by counsel reasonably acceptable to the Trustee and the Company, or if the
Trustee in good faith shall so determine that the actions or forebearances
specified in or pursuant to such direction would be unduly prejudicial to the
interests of Holders of the Securities of all series so affected not joining in
the giving of said direction, it being understood that (subject to Section 7.1)
the Trustee shall have no duty to ascertain whether or not such actions or
forebearances are unduly prejudicial to such Holders.

                  As between the Trustee and the Holders of the Securities,
nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.



                                      -45-



         Section 6.10      Waiver of Past Defaults.
                           ------------------------

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series on behalf of the Holders of all the
Securities of such series may waive any past default hereunder with respect to
such series and its consequences, except a default:

         (1) in the payment of the principal of, any premium or interest on, or
any Additional Amounts with respect to, any Security of such series, or

         (2) in respect of a covenant or provision hereof which under ARTICLE 10
cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.

                  Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

         Section 6.11      Trustee to Give Notice of Default, But May Withhold
                           ---------------------------------------------------
in Certain Circumstances.
- ------------------------

         The Trustee shall transmit to the Securityholders of any series, as the
names and addresses of such Holders appear on the Security Register, notice by
mail of all defaults known to a Responsible Officer of the Trustee which have
occurred with respect to such series, such notice to be transmitted within 60
days after the Trustee shall have knowledge thereof, as provided in section
7.1(i), unless such defaults shall have been cured before the giving of such
notice (the term "default" or "defaults" for the purposes of this Section being
hereby defined to mean any event or condition which is, or with notice or lapse
of time or both would become, an Event of Default); provided that, except in the
case of default in the payment of the principal of, or premium, if any, or
interest, if any, on, or any Additional Amounts with respect to, any of the
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Securityholders of such series.

         Section 6.12      Right of Court to Require Filing of Undertaking to
                           --------------------------------------------------
Pay Costs.
- ----------

         The parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the



                                      -46-



Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series Outstanding, or, in
the case of any suit relating to or arising under Section 6.1(c) or Section
6.1(i) (if the suit relates to Securities of more than one but fewer than all
series), 10% in aggregate principal amount of Securities Outstanding affected
thereby, or, in the case of any suit relating to or arising under Section 6.1(c)
or Section 6.1(i) (if the suit under clause (d) or (g) relates to all the
Securities then Outstanding), Section 6.1(f) or Section 6.1(g), 10% in aggregate
principal amount of all Securities Outstanding, or to any suit instituted by any
Holder of Securities for the enforcement of the payment of the principal of, or
premium, if any, or interest, if any, on, any Security on or after the due date
expressed in such Security.

         Section 6.13      Waiver of Usury, Stay or Extension Laws.
                           ----------------------------------------

         The Company covenants that (to the extent that it may lawfully do so)
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company expressly waives (to the
extent that it may lawfully do so) all benefit or advantage of any such law and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

         Section 6.14      Delay or Omission Not Waiver.
                           ----------------------------

         No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to any Holder of a Security may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by such Holder, as
the case may be.

                                   ARTICLE 7
                             CONCERNING THE TRUSTEE

         Section 7.1       Duties and Responsibilities of the Trustee; During
                           --------------------------------------------------
 Default; Prior to Default.
- ---------------------------

         With respect to the Holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of that series and after the curing or waiving of all
Events of Default which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to the
Securities of a series has occurred (which has not been cured or waived), the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise,



                                      -47-



as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs.

                  No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

         (a) prior to the occurrence of an Event of Default with respect to the
Securities of such series and after the curing or waiving of all such Events of
Default with respect to such series which may have occurred:

                  (i) the duties and obligations of the Trustee shall be
         determined solely by the express provisions of this Indenture, and the
         Trustee shall not be liable except for the performance of such duties
         and obligations as are specifically set forth in this Indenture, and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

                  (ii) in the absence of bad faith on the part of the Trustee,
         the Trustee may conclusively rely, as to the truth of the statements
         and the correctness of the opinions expressed therein, upon any
         statements, certificates or opinions furnished to the Trustee and
         conforming to the requirements of this Indenture; but in the case of
         any such statements, certificates or opinions which by any provision
         hereof are specifically required to be furnished to the Trustee, the
         Trustee shall be under a duty to examine the same to determine whether
         or not they conform to the requirements of this Indenture;

         (b) the Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts; and

         (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of Securities pursuant to Section 6.9 relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.

                  None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that the repayment of such funds or adequate indemnity against such
liability is not reasonably assured to it.

         Section 7.2       Certain Rights of the Trustee.
                           ------------------------------

         Subject to Section 7.1:


                                      -48-



         (a) the Trustee may conclusively rely and shall be protected in acting
or refraining from acting upon any resolution, Officer's Certificate or any
other certificate, statement, instrument, opinion, report, notice, request,
consent, order, bond, debenture, note, coupon, security or other paper or
document (whether in original or facsimile form) believed by it to be genuine
and to have been signed or presented by the proper party or parties;

         (b) any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by an Officer's Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the secretary or any assistant secretary of the Company;

         (c) the Trustee may consult with counsel and any advice or Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted to be taken by it hereunder in good faith
and in accordance with such advice or Opinion of Counsel;

         (d) the Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity satisfactory to it against the costs, expenses
and liabilities which might be incurred therein or thereby;

         (e) the Trustee shall not be liable for any action taken or omitted by
it in good faith and believed by it to be authorized or within the discretion,
rights or powers conferred upon it by this Indenture;

         (f) prior to the occurrence of an Event of Default hereunder and after
the curing or waiving of all Events of Default, the Trustee shall not be bound
to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, appraisal, bond, debenture, note, coupon, security or other
paper or document unless requested in writing so to do by the Holders of not
less than a majority in aggregate principal amount of the Securities of all
series affected then Outstanding; provided that, if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this Indenture, the Trustee may require reasonable indemnity
against such expenses or liabilities as a condition to proceeding; the
reasonable expenses of every such investigation shall be paid by the Company or,
if paid by the Trustee or any predecessor Trustee, shall be repaid by the
Company upon demand;

         (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys not regularly in its employ, and the Trustee shall not be responsible
for any misconduct or negligence on the part of any such agent or attorney
appointed with due care by it hereunder;


                                      -49-



         (h) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine
during reasonable hours and upon reasonable notice the books, records and
premises of the Company, personally or by agent or attorney;

         (i) the Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Indenture; and

         (j) the rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person authorized to act
hereunder.

          Section 7.3       Trustee Not Responsible for Recitals, Disposition of
                            ----------------------------------------------------
 Securities or Application of Proceeds Thereof.
- -----------------------------------------------

         The recitals contained herein and in the Securities, except the
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for the correctness of the same,
except that the Trustee represents that it is duly authorized to execute and
deliver this Indenture, authenticate the Securities and perform its obligations
hereunder and that the statements made by it in a Statement of Eligibility on
Form T-1 supplied to the Company are true and accurate, subject to the
qualifications set forth therein. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities. The Trustee
shall not be accountable for the use or application by the Company of any of the
Securities or of the proceeds thereof.

         Section 7.4       Trustee and Agents May Hold Securities; Collections,
                           ----------------------------------------------------
 etc.
- -----

         The Trustee, any Paying Agent, Securities Registrar, Authenticating
Agent or any agent of the Company or the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities with the same rights it
would have if it were not the Trustee or such agent, and, subject to Section 7.8
and Section 7.13, if operative, may otherwise deal with the Company and receive,
collect, hold and retain collections from the Company with the same rights it
would have if it were not the Trustee, Paying Agent, Securities Registrar,
Authenticating Agent or such agent.


                                      -50-



         Section 7.5       Moneys Held by Trustee.
                           -----------------------

         Subject to the provisions of Section 12.3, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by mandatory provisions of law. The Trustee
shall have no liability for interest on money it receives and holds in trust
except as specifically provided herein.

         Section 7.6       Compensation and Indemnification of Trustee and Its
                           ---------------------------------------------------
 Prior Claim.
- -------------

         The Company covenants and agrees to pay the Trustee from time to time,
and the Trustee shall be entitled to such compensation as the Company and the
Trustee may from time to time agree in writing for all services rendered by the
Trustee hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust) and the
Company covenants and agrees to pay or reimburse the Trustee and each
predecessor trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by or on behalf of it in accordance with any of
the provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all agents and other Persons
not regularly in its employ) except any such expense, disbursement or advance as
shall be attributable to its negligence or bad faith. The Company also covenants
to indemnify the Trustee and each predecessor trustee for, and hold it harmless
against, any loss, liability, damage, claims or expense, including taxes (other
than taxes measured by the income of the Trustee or otherwise applicable to the
Trustee for operations outside the scope of this Indenture) incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and the
performance of its duties hereunder, including the costs and expenses of
defending itself against or investigating any claim of liability in connection
with the exercise or performance of any of its powers or duties hereunder except
to the extent that any such loss, liability, damage, claims or expense shall be
attributable to the Trustee's negligence or bad faith. The obligations of the
Company under this Section to compensate and indemnify the Trustee and each
predecessor trustee and to pay or reimburse the Trustee and each predecessor
trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture and resignation or removal of the Trustee. Such additional
indebtedness shall be a lien prior to that of the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the Holders of particular Securities.

         Section 7.7     Right of Trustee to Rely on Officer's Certificate, etc.
                         -------------------------------------------------------

         Subject to Section 7.1 and Section 7.2, whenever in the administration
of the trusts of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting
any action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officer's Certificate delivered to the Trustee, and such certificate, in
the



                                      -51-



absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the good faith thereof.

         Section 7.8     Qualification of Trustee; Conflicting Interests.
                         ------------------------------------------------

         The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act during
the period of time provided for therein. In determining whether the Trustee has
a conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded this
Indenture with respect to Securities of any particular series of Securities
other than that series. Nothing herein shall prevent the Trustee from filing
with the Commission the application referred to in the penultimate paragraph of
Section 310(b) of the Trust Indenture Act.

         Section 7.9     Persons Eligible for Appointment as Trustee.
                         --------------------------------------------

         There shall at all times be a Trustee hereunder for each series of
Securities, which shall be at all times either:

         (a) a corporation organized and doing business under the laws of the
United States of America or of any State or territory or the District of
Columbia, authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by Federal, State, territory or District
of Columbia authority; or

         (b) a corporation or other Person organized and doing business under
the laws of a foreign government that is permitted to act as Trustee pursuant to
a rule, regulation or order of the Commission, authorized under such laws to
exercise corporate trust powers, and subject to supervision or examination by
authority of such foreign government or a political subdivision thereof
substantially equivalent to supervision or examination applicable to United
States institutional trustees, in either case having a combined capital and
surplus of at least $50,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or to requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 7.9,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee for the Securities of any series shall
cease to be eligible in accordance with the provisions of this Section 7.9, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article. Neither the Company nor any Person directly or indirectly
controlling, controlled by, or under common control with the Company shall serve
as Trustee for the Securities of any series issued hereunder.

         Section 7.10     Resignation and Removal; Appointment of Successor
                          -------------------------------------------------
 Trustee.
- ---------

         (a) The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign by giving written notice of resignation to the Company and by
mailing notice thereof by



                                      -52-



first-class mail to Holders of the Securities at their last addresses as they
shall appear on the Security Register. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee or trustees
by written instrument in duplicate, executed by authority of the Board of
Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee or trustees. If no successor
trustee shall have been so appointed and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning Trustee may
petition at the expense of the Company any court of competent jurisdiction for
the appointment of a successor trustee, or any Securityholder who has been a
bona fide Holder of a Security or Securities for at least six months may,
subject to the provisions of Section 6.12, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.

         (b) In case at any time any of the following shall occur:

                  (i) the Trustee shall fail to comply with the provisions of
         Section 310(b) of the Trust Indenture Act after written request
         therefor by the Company or by any Securityholder who has been a bona
         fide Holder of a Security or Securities for at least six months unless
         the Trustee's duty to resign is stayed in accordance with the
         provisions of Section 310(b) of the Trust Indenture Act; or

                  (ii) the Trustee shall cease to be eligible in accordance with
         the provisions of Section 7.9 and shall fail to resign after written
         request therefor by the Company or by any Securityholder; or the
         Trustee shall become incapable of acting, or shall be adjudged a
         bankrupt or insolvent; or a receiver or liquidator of the Trustee or of
         its property shall be appointed, or any public officer shall take
         charge or control of the Trustee or of its property or affairs for the
         purpose of rehabilitation, conservation or liquidation; then, in any
         case, the Company may remove the Trustee and appoint a successor
         trustee by written instrument, in duplicate, executed by order of the
         Board of Directors of the Company, one copy of which instrument shall
         be delivered to the Trustee so removed and one copy to the successor
         trustee, or, subject to the provisions of Section 6.12, any
         Securityholder who has been a bona fide Holder of a Security or
         Securities for at least six months may, on behalf of himself and all
         others similarly situated, petition any court of competent jurisdiction
         for the removal of the Trustee and the appointment of a successor
         trustee. Such court may thereupon, after such notice, if any, as it may
         deem proper and prescribe, remove the Trustee and appoint a successor
         trustee.

         (c) The Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding may at any time remove the Trustee and
appoint a successor trustee by delivering to the Trustee so removed, to the
successor trustee so appointed and to the Company the evidence provided for in
Section 8.1 of the action in that regard taken by the Securityholders.



                                      -53-



         (d) No resignation or removal of the Trustee and no appointment of a
successor trustee pursuant to any of the provisions of this Section 7.10 shall
become effective until acceptance of appointment by the successor trustee as
provided in Section 7.11.

         Section 7.11      Acceptance of Appointment by Successor Trustee.
                           -----------------------------------------------

         Any successor trustee appointed as provided in Section 7.10 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become vested with all rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as trustee hereunder; but
nevertheless, on the written request of the Company or of the successor trustee,
upon payment of all amounts due to the Trustee under Section 7.6, the Trustee
ceasing to act shall, subject to Section 4.4, pay over to the successor trustee
all moneys at the time held by it hereunder and shall execute and deliver an
instrument transferring to such successor trustee all such rights, powers,
duties and obligations. Upon request of any successor trustee, the Company shall
execute any and all instruments in writing for more fully and certainly vesting
in and confirming to such successor trustee all such rights and powers. Any
Trustee ceasing to act, shall, nevertheless, retain a prior lien upon all
property or funds held or collected by such trustee to secure any amounts then
due it pursuant to the provisions of Section 7.6.

                  No successor trustee shall accept appointment as provided in
this Section 7.11 unless at the time of such acceptance such successor trustee
shall be qualified under the provisions of Section 7.8 and eligible under the
provisions of Section 7.9.

                  Upon acceptance of appointment by any successor trustee as
provided in this Section 7.11, the Company shall mail notice thereof by
first-class mail to the Holders of Securities at their last addresses as they
shall appear on the Security Register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
7.10. If the Company fails to mail such notice within 10 days after acceptance
of appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Company.

         Section 7.12      Merger, Conversion, Consolidation or Succession to
                           --------------------------------------------------
 Business of Trustee.
- ---------------------

         Any corporation in which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to substantially all of the corporate trust business of
the Trustee, shall be the successor of the trustee hereunder, provided that such
corporation shall be qualified under the provisions of Section 7.8 and eligible
under the provisions of Section 7.9, without the execution or filing of any
paper or any further act (including the giving of any notice to Securityholders)
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.



                                      -54-



                  In case at the time such successor to the Trustee shall
succeed to the trusts created by this Indenture any of the Securities shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor trustee; and in all such cases such certificate
shall have the full force which it is anywhere in the Securities or in this
Indenture provided for the certificate of authentication of the Trustee.

          Section 7.13    Preferential Collection of Claims Against the Company.
                          ------------------------------------------------------

         (a) Subject to the provisions of this Section, if the Trustee shall be
or shall become a creditor, directly or indirectly, secured or unsecured, of the
Company or any other obligor of the Securities within three months prior to a
default, as defined in Section 7.13(c), or subsequent to such a default, then,
unless and until such default shall be cured, the Trustee shall set apart and
hold in a special account for the benefit of the Trustee individually, the
Holders of the Securities and the holders of other indenture securities (as
defined in this Section):

                  (i) an amount equal to any and all reductions in the amount
         due and owing upon any claim as such creditor in respect of principal
         or interest, effected after the beginning of such three months' period
         and valid as against the Company and its other creditors, except any
         such reduction resulting from the receipt or disposition of any
         property described in Section 7.13(a)(ii), or from the exercise of any
         right of set-off which the Trustee could have exercised if a petition
         in bankruptcy had been filed by or against the Company upon the date of
         such default; and

                  (ii) all property received by the Trustee in respect of any
         claim as such creditor, either as security therefor, or in satisfaction
         or composition thereof, or otherwise, after the beginning of such three
         months' period, or an amount equal to the proceeds of any such
         property, if disposed of, subject, however, to the rights, if any, of
         the Company and its other creditors in such property or such proceeds.

                  Nothing herein contained, however, shall affect the right of
         the Trustee:

                  (A) to retain for its own account (i) payments made on account
                  of any such claim by any Person (other than the Company) who
                  is liable thereon, (ii) the proceeds of a bona fide sale of
                  any such claim by the Trustee to a third Person, and (iii)
                  distributions made in cash, securities or other property in
                  respect of claims filed against the Company in bankruptcy or
                  receivership or in the proceedings for reorganization pursuant
                  to the Federal Bankruptcy Code or applicable state law;

                  (B) to realize, for its own account, upon any property held by
                  it as security for any such claim, if such property was so
                  held prior to the beginning of such three months' period;



                                      -55-




                  (C) to realize, for its own account, but only to the extent of
                  the claim hereinafter mentioned, upon any property held by it
                  as security for any such claim, if such claim was created
                  after the beginning of such three months' period and such
                  property was received as security therefor simultaneously with
                  the creation thereof, and if the Trustee shall sustain the
                  burden of proving that at the time such property was so
                  received the Trustee has no reasonable cause to believe that a
                  default as defined by Section 7.13(c) would occur within three
                  months; or

                  (D) to receive payment on any claim referred to in paragraph
                  (B) or (C) above, against the release of any property held as
                  security for such claim as provided in such paragraph (B) or
                  (C), as the case may be, to the extent of the fair value of
                  such property.

                  For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such three months' period for property held
as security at the time of such substitution shall, to the extent of the fair
value of the property released, have the same status as the property released,
and, to the extent that any claim referred to in any of such paragraphs is
created in renewal of or in substitution for or for the purpose of repaying or
refunding any pre-existing claim of the Trustee as such creditor, such claim
shall have the same status as such pre-existing claim.

                  If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof shall be
apportioned between the Trustee, the Holders of the Securities and the holders
of other indenture securities in such manner that the Trustee, such Holders and
the holders of other indenture securities realize, as a result of payments from
such special account and payments of dividends on claims filed against the
Company in bankruptcy or receivership or in proceedings for reorganization
pursuant to the Federal Bankruptcy Code or applicable state law, the same
percentage of their respective claims, figured before crediting to the claim of
the Trustee anything on account of the receipt by it from the Company of the
funds and property in such special account and before crediting to the
respective claims of the Trustee, Holders of the Securities and the holders of
other indenture securities dividends on claims filed against the Company in
bankruptcy or receivership or in proceedings for reorganization pursuant to the
Federal Bankruptcy Code or applicable state law, but after crediting thereon
receipts on account of the indebtedness represented by their respective claims
from all sources other than from such dividends and from the funds and property
so held in such special account. As used in this paragraph, with respect to any
claim, the term "dividends" shall include any distribution with respect to such
claim, in bankruptcy or receivership or in proceedings for reorganization
pursuant to the Federal Bankruptcy Code or applicable state law, whether such
distribution is made in cash, securities or other property, but shall not
include any such distribution with respect to the secured portion, if any, of
such claim. The court in which such bankruptcy, receivership or proceeding for
reorganization is pending shall have jurisdiction (i) to apportion between the
Trustee, the Holders of Securities and the holders of other indenture
securities, in accordance with the provisions of this paragraph, the



                                      -56-



funds and property held in such special account and the proceeds thereof; or
(ii) in lieu of such apportionment, in whole or in part, to give to the
provisions of this paragraph due consideration in determining the fairness of
the distributions to be made to the Trustee, the Holders of Securities and the
holders of other indenture securities with respect to their respective claims,
in which event it shall not be necessary to liquidate or to appraise the value
of any securities or other property held in such special account or as security
for any such claim, or to make a specific allocation of such distribution as
between the secured and unsecured portions of such claims, or otherwise to apply
the provisions of this paragraph as a mathematical formula.

                  Any Trustee who has resigned or been removed after the
beginning of such three months' period shall be subject to the provisions of
this Section 7.13(a) as though such resignation or removal had not occurred. If
any Trustee has resigned or been removed prior to the beginning of such three
months' period, it shall be subject to the provisions of this Section 7.13(a) if
and only if the following conditions exist:

                  (E) the receipt of property or reduction of claim which would
                  have given rise to the obligation to account, if such Trustee
                  had continued as trustee, occurred after the beginning of such
                  three months' period; and

                  (F) such receipt of property or reduction of claim occurred
                  within three months after such resignation or removal.

         (b) There shall be excluded from the operation of this Section a
creditor relationship arising from:

                  (i) the ownership or acquisition of securities issued under
         any indenture, or any security or securities having a maturity of one
         year or more at the time of acquisition by the Trustee;

                  (ii) advances authorized by a receivership or bankruptcy court
         of competent jurisdiction or by this Indenture for the purpose of
         preserving any property which shall at any time be subject to the lien
         of this Indenture or of discharging tax liens or other prior liens or
         encumbrances thereon, if notice of such advance and of the
         circumstances surrounding the making thereof is given to the Holders of
         the applicable series of Securities at the time and in the manner
         provided in this Indenture;

                  (iii) disbursements made in the ordinary course of business in
         the capacity of trustee under an indenture, transfer agent, registrar,
         custodian, paying agent, fiscal agent or depositary, or other similar
         capacity;

                  (iv) an indebtedness created as a result of services rendered
         or premises rented or an indebtedness created as a result of goods or
         securities sold in a cash transaction as defined in Section
         7.13(c)(iii);



                                      -57-



                  (v) the ownership of stock or of some other securities of a
         corporation organized under the provisions of Section 25(a) of the
         Federal Reserve Act, as amended, which is directly or indirectly a
         creditor of the Company; or

                  (vi) the acquisition, ownership, acceptance or negotiation of
         any drafts, bills of exchange, acceptances or obligations which fall
         within the classification of self-liquidating paper as defined in
         Section 7.13(c)(iv).

         (c) As used in this Section:

                  (i) the term "default" shall mean any failure to make payment
         in full of the principal of or interest upon any of the Securities of
         the applicable series or upon the other indenture securities when and
         as such principal or interest becomes due and payable;

                  (ii) the term "other indenture securities" shall mean
         securities upon which the Company is an obligor (as defined in the
         Trust Indenture Act) outstanding under any other indenture (i) under
         which the Trustee is also trustee, (ii) which contains provisions
         substantially similar to the provisions of Section 7.13(a), and (iii)
         under which a default exists at the time of the apportionment of the
         funds and property held in said special account;

                  (iii) the term "cash transaction" shall mean any transaction
         in which full payment for goods or securities sold is made within seven
         days after delivery of the goods or securities in currency or in checks
         or other orders drawn upon banks or bankers and payable upon demand;

                  (iv) the term "self-liquidating paper" shall mean any draft,
         bill of exchange, acceptance or obligation which is made, drawn,
         negotiated or incurred by the Company for the purpose of financing the
         purchase, processing, manufacture, shipment, storage or sale of goods,
         wares or merchandise and which is secured by documents evidencing title
         to, possession of, or a lien upon the goods, wares or merchandise or
         the receivables or proceeds arising from the sale of goods, wares or
         merchandise previously constituting the security, provided that the
         security is received by the Trustee simultaneously with the creation of
         the creditor relationship with the Company arising from the making,
         drawing, negotiating or incurring of the draft, bill of exchange,
         acceptance or obligation; and

                  (v) the term "Company" shall mean any obligor upon the
         Securities.

         Section 7.14      Authenticating Agent.
                           ---------------------

         So long as any Securities remain Outstanding, if the Corporate Trust
Office of the Trustee is not located in the Borough of Manhattan, The City of
New York, or otherwise upon a Company Request, there shall be an authenticating
agent (the "Authenticating Agent")


                                      -58-




appointed, for such period as the Company shall elect, by the Trustee to act as
its agent on its behalf and subject to its direction in connection with the
authentication and delivery of Securities. Securities authenticated by such
Authenticating Agent shall be entitled to the benefits of this Indenture and
shall be valid and obligatory for all purposes as if authenticated by such
Trustee. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or to the Trustee's Certificate of
Authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a Certificate
of Authentication executed on behalf of such Trustee by such Authenticating
Agent. Such Authenticating Agent shall at all times be a corporation organized
and doing business under the laws of the United States of America or of any
State or of the District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by Federal, State or
District of Columbia authority. If the Corporate Trust Office of the Trustee is
not located in the Borough of Manhattan, The City of New York, the
Authenticating Agent shall have its principal office and place of business in
the Borough of Manhattan, The City of New York.

                  Any corporation into which any Authenticating Agent may be
merged or converted, or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which any
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency business of any Authenticating Agent, shall continue to be the
Authenticating Agent without the execution or filing of any paper or any further
act on the part of the Trustee or such Authenticating Agent.

                  Any Authenticating Agent may at any time, and if it shall
cease to be eligible shall, resign by giving written notice of resignation to
the Trustee and to the Company. The Trustee may at any time terminate the agency
of any Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 7.14, the Trustee shall upon Company Request appoint
a successor Authenticating Agent, and the Company shall provide notice of such
appointment to all Holders of Securities in the manner and to the extent
provided in Section 13.4. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein. The Company agrees to pay or to
cause to be paid to the Authenticating Agent from time to time reasonable
compensation for its services. The Authenticating Agent shall have no
responsibility or liability for any action taken by it as such in good faith at
the direction of the Trustee.

                                   ARTICLE 8
                      CONCERNING THE HOLDERS OF SECURITIES


                                      -59-




         Section 8.1       Action by Holders.
                           ------------------

         Whenever in this Indenture it is provided that the Holders of a
specified percentage in aggregate principal amount of the Securities of any
series may take any action (including the making of any demand or request, the
giving of any notice, consent or waiver or the taking of any other action) the
fact that at the time of taking any such action the Holders of such specified
percentage have joined therein may be evidenced (a) by any instrument or any
number of instruments of similar tenor executed by Holders in Person or by agent
or proxy appointed in writing, or (b) by the record of Holders voting in favor
thereof at any meeting of such Holders duly called and held in accordance with
the provisions of ARTICLE 9, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of Holders. The Company may
(but shall not be required to) set a record date for purposes of determining the
identity of Securityholders entitled to vote or consent to any action by vote or
consent authorized or permitted under this Indenture, which record date shall be
the later of 10 days prior to the first solicitation of such consent or the date
of the most recent list of Holders furnished to the Trustee pursuant to Section
5.1 of this Indenture prior to such solicitation. If a record date is fixed,
those Persons who were Securityholders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to take such
action by vote or consent or to revoke any vote or consent previously given,
whether or not such Persons continue to be Holders after such record date.

         Section 8.2       Proof of Execution of Instruments by Holders of
                           -----------------------------------------------
Securities.
- -----------

         Subject to Section 7.1, Section 7.2 and Section 9.5, the execution of
any instrument by a Holder of a Security or his agent or proxy may be proved in
any reasonable manner that the Trustee deems sufficient, including, without
limitation, in the following manner:

                  The fact and date of the execution by any such Person of any
instrument may be proved by the certificate of any notary public or other
officer authorized to take acknowledgments of deeds, that the Person executing
such instrument acknowledged to him the execution thereof, or by an affidavit or
written statement of a witness to such execution. Where such execution is by an
officer of a corporation or association or a member of a partnership on behalf
of such corporation, association or partnership, as the case may be, or by any
other Person acting in a representative capacity, such certificate, affidavit or
written statement shall also constitute sufficient proof of his authority.

                  The ownership of Securities shall be proved by the Securities
Register or by a certificate of the Securities Registrar.

                  The record of any Holders' meeting shall be proved in the
manner provided in Section 9.6.




                                      -60-




         Section 8.3       Holders to be Treated as Owners.
                           --------------------------------

         The Company, the Trustee and any agent of the Company or the Trustee
may deem and treat the Person in whose name any Security shall be registered
upon the Security Register as the absolute owner of such Security
(notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of principal of, and premium, if any, and (subject
to Section 3.6 and Section 3.9) interest, if any, on, such Security, and for all
other purposes whatsoever, whether or not such Security be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary. All such payments so made to any Holder for
the time being, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for moneys payable upon such
Security.

         None of the Company, the Trustee or any agent of the Company or the
Trustee shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interest of a
Global Security, or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interest. Notwithstanding the foregoing,
with respect to any Global Security, nothing herein shall prevent the Company or
the Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by any Depository
(or its nominee), as a Holder, with respect to such Global Security or impair,
as between such Depository and owners of beneficial interests in such Global
Security, the operation of customary practices governing the exercise of the
right of such Depository (or its nominee) as holder of such Global Security.

         Section 8.4       Securities Owned by Company Deemed Not Outstanding.
                           ---------------------------------------------------

         In determining whether the Holders of the requisite aggregate principal
amount of Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the
Company or any other obligor on the Securities with respect to which such
determination is being made or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company or
any other obligor on the Securities with respect to which such determination is
being made shall be disregarded and deemed not to be Outstanding for the purpose
of any such determination, except that for the purpose of determining whether
the Trustee shall be protected in relying on any such direction, consent or
waiver only Securities which the Trustee knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any other obligor on the Securities.
In case of a dispute as to such right, the advice of counsel shall be full
protection in respect of any decision made by the Trustee in accordance with
such advice. Upon request of the Trustee, the Company shall furnish to the
Trustee promptly an Officer's Certificate listing and identifying all
Securities, if any, known by the Company to be owned or held by or for the


                                      -61-




account of any of the above-described Persons; and, subject to Section 7.1 and
Section 7.2, the Trustee shall be entitled to accept such Officer's Certificate
as conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

         Section 8.5       Right of Revocation of Action Taken.
                           ------------------------------------

         At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.1, of the taking of any action by the Holders of the
percentage in aggregate principal amount of the Securities of any or all series,
as the case may be, specified in this Indenture in connection with such action,
any Holder of a Security, the number, letter or other distinguishing symbol of
which is shown by the evidence to be included in the Securities the Holders of
which have consented to such action, may, by filing written notice at the
Corporate Trust Office and upon proof of holding as provided in this Article,
revoke such action so far as concerns such Security. Except as aforesaid, any
such action taken by the Holder of any Security shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Security and of
any Securities issued in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon any such Security or
such other Security. Any action taken by the Holders of the percentage in
aggregate principal amount of the Securities of any or all series, as the case
may be, specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the Holders of all the
Securities affected by such action.

                                   ARTICLE 9
                                HOLDERS' MEETINGS

         Section 9.1       Purposes of Meetings.
                           ---------------------

         A meeting of Holders of Securities of any or all series may be called
at any time and from time to time pursuant to the provisions of this Article for
any of the following purposes:

         (a) to give any notice to the Company or to the Trustee for the
Securities of such series, or to give any directions to the Trustee, or to
consent to the waiving of any default hereunder and its consequences, or to take
any other action authorized to be taken by Holders pursuant to any of the
provisions of ARTICLE 6;

         (b) to remove the Trustee and nominate a successor Trustee pursuant to
the provisions of ARTICLE 7;

         (c) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 10.2; or

         (d) to take any other action authorized to be taken by or on behalf of
the Holders of any specified aggregate principal amount of the Securities of any
one or more or all series, as the case may be, under any other provision of this
Indenture or under applicable law.


                                      -62-




         Section 9.2       Call of Meetings by Trustee.
                           ----------------------------

         The Trustee may at any time call a meeting of Holders of Securities to
take any action specified in Section 9.1, to be held at such time and at such
place in the Borough of Manhattan, The City of New York, or such other Place of
Payment, as the Trustee shall determine. Notice of every meeting of the Holders
of Securities, setting forth the time and the place of such meeting, and in
general terms the action proposed to be taken at such meeting, shall be given to
Holders of Securities of the particular series in the manner and to the extent
provided in Section 13.4. Such notice shall be given not less than 20 nor more
than 90 days prior to the date fixed for the meeting.

         Section 9.3       Call of Meetings by Company or Holders.
                           ---------------------------------------

         In case at any time the Company, pursuant to a resolution of its Board
of Directors, or the Holders of at least 10% in aggregate principal amount of
the Outstanding Securities of any or all series, as the case may be, shall have
requested the Trustee to call a meeting of Holders of Securities of any or all
series, as the case may be, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee for such
series shall not have given the notice of such meeting within 20 days after
receipt of such request, then the Company or such Holders may determine the time
and the place in the Borough of Manhattan or other Place of Payment for such
meeting and may call such meeting to take any action authorized in Section 9.1,
by giving notice thereof as provided in Section 9.2.

         Section 9.4       Qualifications for Voting.
                           --------------------------

         To be entitled to vote at any meeting of Holders a Person shall be (a)
a Holder of one or more outstanding Securities with respect to which such
meeting is being held or (b) a Person appointed by an instrument in writing as
proxy by such Holder. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel.

         Section 9.5       Regulations.
                           ------------

         Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of the Securities in regard to proof of the holding of Securities and of
the appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 9.3, in which case
the Company or the Holders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent


                                      -63-




chairman and a permanent secretary of the meeting shall be elected by majority
vote of the meeting.

         Subject to Section 8.4, at any meeting each Holder of Securities with
respect to which such meeting is being held or proxy therefor shall be entitled
to one vote for each $1,000 principal amount (in the case of Original Issue
Discount Securities, such principal amount to be determined as provided in the
definition of "Outstanding") of Securities held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
such Security challenged as not Outstanding and ruled by the chairman of the
meeting to be not Outstanding. The chairman of the meeting shall have no right
to vote other than by virtue of Securities held by him or instruments in writing
aforesaid duly designating him as the Person to vote on behalf of other Holders.
At any meeting of Holders, the presence of Persons holding or representing
Securities with respect to which such meeting is being held in an aggregate
principal amount sufficient to take action on the business for the transaction
of which such meeting was called shall constitute a quorum, but, if less than a
quorum is present, the Persons holding or representing a majority in aggregate
principal amount of such Securities represented at the meeting may adjourn such
meeting with the same effect, for all intents and purposes, as though a quorum
had been present. Any meeting of Holders of Securities with respect to which a
meeting was duly called pursuant to the provisions of Section 9.2 or Section 9.3
may be adjourned from time to time by Persons holding or representing a majority
in aggregate principal amount of such Securities represented at the meeting,
present, whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

         Section 9.6       Voting.
                           -------

         The vote upon any resolution submitted to any meeting of Holders of
Securities with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed the signatures of such Holders or of their
representatives by proxy and the serial number or numbers of the Securities held
or represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of holders shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more Persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was mailed as provided in Section 9.2. The record shall show the serial
numbers of the Securities voting in favor of or against any resolution. The
record shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the duplicates shall be delivered to the
Company and the other to the Trustee to be preserved by the Trustee.

         Any record so signed and verified shall be conclusive evidence of the
matters therein stated.


                                      -64-




         Section 9.7       No Delay of Rights by Reason of Meeting.
                           ----------------------------------------

         Nothing in this Article contained shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Holders or any rights
expressly or impliedly conferred hereunder to make such call, any hindrance or
delay in the exercise of any right or rights conferred upon or reserved to the
Trustee or to the Holders under any of the provisions of this Indenture or of
the Securities of any series.

                                   ARTICLE 10
                             SUPPLEMENTAL INDENTURES

         Section 10.1      Supplemental Indentures Without Consent of
                           ------------------------------------------
Securityholders.
- ----------------

         Without the consent of any Holders of Securities, the Company, when
authorized by a resolution of its Board of Directors, and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as in
force at the date of the execution thereof) for one or more of the following
purposes:

         (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Securities any property or assets;

         (b) to evidence the succession of another Person to the Company, or
successive successions, and the assumption by the successor Person of the
covenants, agreements and obligations of the Company under this Indenture and
the Securities, in each case in compliance with the Indenture;

         (c) to add to the covenants of the Company such further covenants,
restrictions, conditions or provisions as its Board of Directors shall consider
to be for the protection of the Holders of any series of Securities or Tranche
thereof, or to surrender any right or power herein conferred upon the Company
and to make the occurrence and continuance of a default in any such additional
covenants, restrictions, conditions or provisions an Event of Default permitting
the enforcement of all or any of the several remedies provided in this Indenture
as herein set forth; provided that in respect of any such additional covenant,
restriction, condition or provision such supplemental indenture may provide for
a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such an Event of Default or may limit the remedies
available to the Trustee upon such an Event of Default or may limit the right of
the Holders of a majority in aggregate principal amount of the Securities of
such series to waive such an Event of Default;

         (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture; or to make such other provisions in regard to matters or questions
arising under this Indenture or under any supplemental


                                      -65-




indenture as the Board of Directors may deem necessary or desirable and which
shall not materially adversely affect the interests of the Holders of any
Securities;

         (e) to establish the form or terms of Securities of any series as
permitted by Section 3.1;

         (f) to provide for the issuance under this Indenture of Securities in
coupon form (including Securities registrable as to principal only), to provide
for interchangeability thereof with Securities in registered form of the same
series and to make all appropriate changes for such purpose, or to permit or
facilitate the issuance of Securities of any series in uncertificated form
provided any such action shall not adversely affect the interests of the Holders
of Outstanding Securities of any series in any material respect;

         (g) to add to, delete from or revise the conditions, limitations and
restrictions on the authorized amount, terms or purposes of issue,
authentication and delivery of Securities, as herein set forth;

         (h) to add any additional Events of Default with respect to all or any
series of Securities (as shall be specified in such supplemental indenture);

         (i) to supplement any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to ARTICLE 12, provided that any
such action shall not adversely affect the interests of any Holder of an
Outstanding Security of such series or any other Outstanding Security in any
material respect;

         (j) to make provisions with respect to conversion or exchange rights of
Holders of Securities of any series;

         (k) to provide for the issuance under this Indenture of Securities
denominated or payable in currency other than Dollars and to make all
appropriate changes for such purpose;

         (l) to evidence and provide for the acceptance of appointment hereunder
by a successor trustee with respect to the Securities, pursuant to Section 7.11,
or to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee;

         (m) to modify any restrictions on and procedures for resales of
Securities of any series that is not registered pursuant to the Securities Act
to reflect any change in applicable law or regulation (or the interpretation
thereof) or in practices relating to the resale or transfer of restricted
securities generally and to modify any legends placed on such Securities to
reflect such restrictions and procedures;

         (n) to add to or change or eliminate any provision of this Indenture as
shall be necessary or desirable to conform to provisions of the Trust Indenture
Act as at the time in


                                      -66-




effect, provided that such action shall not materially adversely affect the
interests of the Holders of the Securities of any series; and

         (o) otherwise to amend or supplement any of the provisions of this
Indenture or in any supplemental indenture; provided, however, that no such
amendment or supplement shall materially adversely affect the interests of the
Holders of any Securities then Outstanding.

         The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations, which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
may be executed without the consent of the Holders of any of the Securities at
the time Outstanding, notwithstanding any of the provisions of Section 10.2.

         Section 10.2      Supplemental Indentures With Consent of
                           ---------------------------------------
Securityholders.
- ----------------

         With the consent (evidenced as provided in Article VIII) of the Holders
of not less than a majority in aggregate principal amount of the Securities at
the time Outstanding of all series affected by such supplemental indenture
(voting as one class), the Company, when authorized by a resolution of its Board
of Directors, and the Trustee may, from time to time and at any time, enter into
an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as in force at the date of execution
thereof) for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of the
Securities of each such series; provided that no such supplemental indenture
shall (a) change the Stated Maturity of the principal of, or any premium or
installment of interest on or any Additional Amounts with respect to, any
Security of such series, or reduce the principal amount thereof (or modify the
calculation of such principal amount) or rate of interest thereon or any
Additional Amounts with respect thereto (or modify the calculation of such
rate), or any premium payable on redemption thereof or otherwise, or reduce the
amount of the principal of an Original Issue Discount Security that would be due
and payable upon an acceleration with respect thereto pursuant to Section 6.1 or
the amount thereof provable in bankruptcy pursuant to Section 6.2, or change the
obligation of the Company to pay Additional Amounts pursuant to Section 4.4
(except as contemplated by Section 11.1 and permitted by Section 10.1), or
change the redemption provisions, or change the Place of Payment, currency in
which the principal of, any premium or interest on, or any Additional Amounts
with respect to any security is payable, or impair or adversely affect the right
of any Securityholder to institute suit for the payment thereof or, if the
Securities provide therefor, any right of repayment at the option of the
Securityholder, without the consent of the Holder of each Security of such
series so affected; or (b) reduce the aforesaid percentage of the principal
amount of Securities Outstanding of such series, the consent of the Holders of
which is required


                                      -67-




for any such supplemental indenture or any waiver of any obligations of the
Company under this Indenture, without the consent of the Holders of each
Security of such series so affected, or reduce the requirements for quorum on
voting; or (c) modify any provisions of this Indenture relating to the
subordination of the Securities in a manner adverse to Holders of Securities; or
(d) modify any of the provisions of the provisions this Section, Section 6.10 or
Section 4.7, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified without the consent of the
Holder of each Outstanding Security thereby.

         Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders as
aforesaid and other documents, if any, required by Section 8.1, the Trustee
shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental
indenture.

         It shall not be necessary for the consent of the Securityholders under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

         Section 10.3      Notice of Supplemental Indenture.
                           ---------------------------------

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 10.2, the Company
shall mail a notice thereof by first-class mail to the Holders of Securities of
each series affected thereby at their addresses as they shall appear on the
Security Register, setting forth in general terms the substance of such
supplemental indenture. Any failure of the Company to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

         Section 10.4      Effect of Supplemental Indenture.
                           ---------------------------------

         Upon the execution of any supplemental indenture pursuant to the
provisions of this Article, this Indenture shall be and be deemed to be modified
and amended in accordance therewith, but only with regard to the Securities of
each series affected by such supplemental indenture, and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the Holders of any Securities of such series
affected thereby shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any


                                      -68-




such supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes with regard to the
Securities of such series.

         Section 10.5      Documents To Be Given to Trustee.
                           ---------------------------------

         The Trustee, subject to the provisions of Section 7.1 and Section 7.2,
shall be provided with an Officer's Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant to this
Article complies with the applicable provisions of this Indenture and is
authorized or permitted by this Indenture.

         Section 10.6      Notation on Securities in Respect of Supplemental
                           -------------------------------------------------
Indentures.
- -----------

         Securities of any series affected by any supplemental indenture which
are authenticated and delivered after the execution of such supplemental
indenture pursuant to the provisions of this Article may bear a notation in form
approved by the Company and the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities of any
series so modified as to conform, in the opinion of the Company, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared by the Company, authenticated by the Trustee and delivered in
exchange for the Securities of such series then Outstanding.

         Section 10.7      Effect on Senior Indebtedness
                           -----------------------------
         No supplemental indenture shall directly or indirectly modify or
eliminate the provisions of ARTICLE 13 in any manner which might terminate or
impair the subordination of the Securities of any series to Senior Indebtedness
with respect to such series without the prior written consent of the holders of
such Senior Indebtedness.

                                   ARTICLE 11
                   CONSOLIDATION, AMALGAMATION, MERGER OR SALE

         Section 11.1      Company May Consolidate, Etc., Only on Certain Terms.
                           -----------------------------------------------------

         The Company shall not consolidate or amalgamate with or merge into any
other Person (whether or not affiliated with the Company), or convey, transfer,
sell or lease its properties and assets as an entirety or substantially as an
entirety to any other Person (whether or not affiliated with the Company), and
the Company shall not permit any other Person (whether or not affiliated with
the Company) to consolidate or amalgamate with or merge into the Company or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to the Company, unless:

         (a) in case the Company shall consolidate or amalgamate with or merge
into another Person or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to any Person, the Person formed by
such consolidation or amalgamation or into which the Company is merged or the
Person which acquires by conveyance or transfer, or which


                                      -69-




leases, the properties and assets of the Company as an entirety or substantially
as an entirety shall be a Corporation or limited liability company organized and
existing under the laws of the United States of America, any state thereof or
the District of Columbia, Bermuda, or any other country (including under the
laws of any state, province or other political subdivision thereof) which is on
the date of this Indenture a member of the Organization for Economic Cooperation
and Development, and shall expressly assume, by an indenture (or indentures, if
at such time there is more than one Trustee) supplemental hereto, executed by
the successor Person and delivered to the Trustee the due and punctual payment
of the principal of, any premium and interest on and any Additional Amounts with
respect to all the Securities and the performance of every obligation in this
Indenture and the Outstanding Securities on the part of the Company to be
performed or observed and shall provide for conversion or exchange rights in
accordance with the provisions of the Securities of any series that are
convertible or exchangeable into Common Shares or other securities; and

         (b) immediately after giving effect to such transaction and treating
any indebtedness which becomes an obligation of the Company or a Designated
Subsidiary as a result of such transaction as having been incurred by the
Company or a Designated Subsidiary at the time of such transaction, no Event of
Default or event which, after notice or lapse of time, or both, would become an
Event of Default, shall have occurred and be continuing.

         Section 11.2      Opinion of Counsel.
                           -------------------

         Either the Company or the successor Person shall deliver to the Trustee
prior to the proposed transaction(s) covered by Section 11.1 an Officer's
Certificate and an Opinion of Counsel stating that the transaction(s) and such
supplemental indenture are authorized and permitted by this Indenture and that
all conditions precedent to the consummation of the transaction(s) under this
Indenture have been met.

         Section 11.3      Successor Person Substituted.
                           -----------------------------

         Upon any consolidation or amalgamation by the Company with or merger of
the Company into any other Person or any lease, sale, assignment, or transfer of
all or substantially all of the property and assets of the Company in accordance
with Section 11.1, the successor Person formed by such consolidation or
amalgamation or into which the Company is merged or the successor Person or
affiliated group of Persons to which such lease, sale, assignment, or transfer
is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if such
successor Person or Persons had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor Person or Persons
shall be relieved of all obligations and covenants under this Indenture and the
Securities and in the event of such conveyance or transfer, except in the case
of a lease, any such predecessor Person may be dissolved and liquidated.

                                   ARTICLE 12
                    SATISFACTION AND DISCHARGE OF INDENTURE,
                                UNCLAIMED MONEYS


                                      -70-




         Section 12.1      Satisfaction and Discharge of Securities of Any
                           -----------------------------------------------
Series.
- -------

         The Company shall be deemed to have satisfied and discharged this
Indenture with respect to the entire indebtedness on all the Outstanding
Securities of any particular series, and the Trustee, at the expense of the
Company and upon Company Request, shall execute proper instruments acknowledging
such satisfaction and discharge, when

(a)      either:

                  (i) all Outstanding Securities of such series theretofore
         authenticated and delivered (other than (i) any Securities of such
         series which have been destroyed, lost or stolen and which have been
         replaced or paid as provided in Section 3.8 and (ii) Outstanding
         Securities of such series for whose payment money has theretofore been
         deposited in trust or segregated and held in trust by the Company and
         thereafter repaid to the Company or discharged from such trust, as
         provided in Section 12.3) have been delivered to the Trustee for
         cancellation; or

                  (ii) all Outstanding Securities of such series described in
         sub-clause (i) above (other than the Securities referred to in the
         parenthetical phrase thereof) not theretofore delivered to the Trustee
         for cancellation:

                           (x) have become due and payable;

                           (y) will become due and payable at their Stated
                               Maturity within one year; or

                           (z) if redeemable at the option of the Company or
                               pursuant to the operation of a sinking fund, are
                               to be called for redemption within one year under
                               arrangements satisfactory to the Trustee for the
                               giving of notice of redemption by the Trustee in
                               the name, and at the expense, of the Company; and

                  (A) the Company has irrevocably deposited or caused to be
                  irrevocably deposited with the Trustee as trust funds in trust
                  an amount (except as otherwise specified pursuant to Section
                  3.1 for the Securities of such series) sufficient to pay and
                  discharge the entire indebtedness on all such Outstanding
                  Securities of such series, not therefore delivered to the
                  Trustee for cancellation, including the principal of, any
                  premium and interest on, and any Additional Amounts with
                  respect to such Securities (based upon applicable law as in
                  effect on the date of such deposit), to the date of such
                  deposit (in the case of Securities which have become due and
                  payable) or to the Maturity thereof, as the case may be;

                  (B) the Company has irrevocably deposited or caused to be
                  irrevocably deposited with the Trustee as obligations in trust
                  such amount of Government Obligations as will, in a written
                  opinion of independent public accountants


                                      -71-




                  delivered to the Trustee, together with the predetermined and
                  certain income to accrue thereon (without consideration of any
                  reinvestment thereof), be sufficient to pay and discharge when
                  due the entire indebtedness on all such Outstanding Securities
                  of such series for unpaid principal (and premium, if any),
                  interest on, and any Additional Amounts to the date of such
                  deposit (in the case of Securities which have become due and
                  payable) or Maturity thereof, as the case may be;

         (b) the Company has paid or caused to be paid all other sums payable
with respect to the Outstanding Securities of such series including all fees due
to the Trustee under Section 7.6;

         (c) the Company has delivered to the Trustee an Officer's Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the due satisfaction and discharge of this Indenture
with respect to the entire indebtedness on all Outstanding Securities of any
such series have been complied with; and

         (d) if the Securities of such series are not to become due and payable
at their Stated Maturity within one year of the date of such deposit or are not
to be called for redemption within one year of the date of such deposit under
arrangements satisfactory to the Trustee as of the date of such deposit, then
the Company shall have given, not later than the date of such deposit, notice of
such deposit to the Holders of the Securities of such series.

         Upon the satisfaction of the conditions set forth in this Section 12.1
with respect to all the Outstanding Securities of any series, the terms and
conditions with respect thereto set forth in this Indenture shall no longer be
binding upon, or applicable to, the Company; provided, however, that the Company
shall not be discharged from (a) any obligations under Section 7.6 and Section
7.10 and (b) any obligations under Section 3.6, Section 3.9, Section 5.1 and
Section 12.3 and (c) any obligations under Section 4.4, with respect to the
payment of any Additional Amounts, if any, (but only to the extent that the
Additional Amounts payable with respect to any Outstanding Securities of such
series exceed the amount deposited in respect of such Additional Amounts
pursuant to Section 12.1(a)(ii)); and provided, further, that in the event a
petition for relief under the Federal Bankruptcy Code or a successor statute is
filed with respect to the Company within 91 days after the deposit, this
Indenture with respect to the entire indebtedness on all Securities of such
series shall not be discharged, and in such event the Trustee shall return such
deposited funds or obligations as it is then holding to the Company upon Company
Request.

         Section 12.2      Defeasance and Covenant Defeasance.
                           -----------------------------------

         (a) Unless pursuant to Section 3.1, either or both of (i) defeasance of
the Securities of or within a series under clause (b) of this Section 12.2 shall
not be applicable with respect to the Securities of such series or (ii) covenant
defeasance of the Securities of or within a series under clause (c) of this
Section 12.2 shall not be applicable with respect to the Securities of such
series, then such provisions, together with the other provisions of this Section
12.2 (with such modifications thereto as may be specified pursuant to Section
3.1 with respect to any


                                      -72-




Securities), shall be applicable to such Securities and the Company may at its
option by Board Resolution, at any time, with respect to such Securities, elect
to have Section 12.2(b) or Section 12.2(c) be applied to such Outstanding
Securities upon compliance with the conditions set forth below in this Section
12.2.

         (b) Upon the Company's exercise of the above option applicable to this
Section 12.2(b) with respect to any Securities of or within a series, the
Company shall be deemed to have been discharged from its obligations with
respect to such Outstanding Securities on the date the conditions set forth in
clause (d) of this Section 12.2 are satisfied (hereinafter, "defeasance"). For
this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire Indebtedness represented by such Outstanding
Securities which shall thereafter be deemed to be "Outstanding" only for the
purposes of clause (c) of this Section 12.2 and the other Sections of this
Indenture referred to in clauses (i) and (ii) below, and to have satisfied all
of its other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of such Outstanding Securities, solely from
the trust fund described in clause (d) of this Section 12.2 and as more fully
set forth in such clause, payments in respect of the principal of (and premium,
if any) and interest, if any, on, and Additional Amounts, if any, with respect
to, such Securities when such payments are due, and any rights of such Holder to
convert such Securities into Common Shares of the Company or exchange such
Securities for other securities; (ii) the obligations of the Company and the
Trustee with respect to such Securities under Sections 3.6, 3.9, 4.2, 4.3 and
12.3 and with respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 4.4 (but only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to Section 12.2(d)(i)
below), and with respect to any rights to convert such Securities into Common
Shares of the Company or exchange such Securities for other securities; (iii)
the rights, powers, trusts, duties and immunities of the Trustee hereunder
including, without limitation, the compensation, reimbursement and indemnities
provided in Section 7.6 herein; and (iv) this Section 12.2. The Company may
exercise its option under this Section 12.2(b) notwithstanding the prior
exercise of its option under clause (c) of this Section 12.2 with respect to
such Securities.

         (c) Upon the Company's exercise of the option to have this Section
12.2(c) apply with respect to any Securities of or within a series, the Company
shall be released from its obligations in respect of any other covenant
applicable to such Securities, with respect to such Outstanding Securities on
and after the date the conditions set forth in clause (d) of this Section 12.2
are satisfied (hereinafter, "covenant defeasance"), and such Securities shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with any such covenant or obligation, but shall continue
to be deemed "Outstanding" for all other purposes hereunder. For this purpose,
such covenant defeasance means that, with respect to such Outstanding
Securities, the Company may omit to comply with, and shall have no liability


                                      -73-




in respect of, any term, condition or limitation set forth in any such Section
or such other covenant or obligation, whether directly or indirectly, by reason
of any reference elsewhere herein to any such Section or such other covenant or
obligation or by reason of reference in any such Section or such other covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a default or an Event of Default under Section 6.1
but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby.

         (d) The following shall be the conditions to application of clause (b)
or (c) of this Section 12.2 to any Outstanding Securities of or within a series:

                  (i) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee satisfying the
         requirements of Section 7.8 who shall agree to comply with the
         provisions of this Section 12.2 applicable to it) as trust funds in
         trust for the purpose of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of such Securities, (1) an amount in Dollars or in such Foreign
         Currency in which such Securities are then specified as payable at
         Stated Maturity, or (2) Government Obligations applicable to such
         Securities (determined on the basis of the Currency in which such
         Securities are then specified as payable at Stated Maturity) which
         through the scheduled payment of principal and interest in respect
         thereof in accordance with their terms will provide, not later than one
         day before the due date of any payment with respect to such Securities,
         money in an amount, or (3) a combination thereof, in any case, in an
         amount, sufficient, without consideration of any reinvestment of such
         principal and interest, in the opinion of a nationally recognized firm
         of independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the Trustee (or other qualifying trustee) to pay and
         discharge, (y) the principal of (and premium, if any) and interest, if
         any, on, and any Additional Amounts with respect to such Securities
         (based upon applicable law as in effect on the date of such deposit),
         such Outstanding Securities at the Stated Maturity or Redemption Date
         of such principal or installment of principal or premium or interest
         and (z) any mandatory sinking fund payments or analogous payments
         applicable to such Outstanding Securities on the days on which such
         payments are due and payable in accordance with the terms of this
         Indenture and of such Securities and, if applicable, shall have made
         irrevocable arrangements satisfactory to the Trustee for the redemption
         of any Securities to be redeemed at the option of the Company in
         connection with such deposit.

                  (ii) No Event of Default or event which with notice or lapse
         of time or both would become an Event of Default with respect to such
         Securities shall have occurred and be continuing on the date of such
         deposit (after giving effect thereto) and, with respect to defeasance
         only, no event described in Section 6.1(f) or (g) at any time during
         the period ending on the 91st day after the date of such deposit (it
         being understood that this condition shall not be deemed satisfied
         until the expiration of such period).


                                      -74-




                  (iii) Such defeasance or covenant defeasance shall not result
         in a breach or violation of, or constitute a default under, any
         material agreement or instrument (other than this Indenture) to which
         the Company is a party or by which it is bound.

                  (iv) In the case of an election under clause (b) of this
         Section 12.2 for which the Place of Payment is within the United
         States, the Company shall have delivered to the Trustee an Opinion of
         Counsel stating that (i) the Company has received from the Internal
         Revenue Service a letter ruling, or there has been published by the
         Internal Revenue Service a Revenue Ruling, or (ii) since the date of
         execution of this Indenture, there has been a change in the applicable
         Federal income tax law, in either case to the effect that, and based
         thereon such opinion shall confirm that, the Holders of such
         Outstanding Securities will not recognize income, gain or loss for
         Federal income tax purposes as a result of such defeasance and will be
         subject to Federal income tax on the same amounts, in the same manner
         and at the same times as would have been the case if such defeasance
         had not occurred.

                  (v) In the case of an election under clause (c) of this
         Section 12.2 with respect to Requested Securities and for which the
         Place of Payment is within the United States, the Company shall have
         delivered to the Trustee an Opinion of Counsel to the effect that the
         Holders of such Outstanding Securities will not recognize income, gain
         or loss for Federal income tax purposes as a result of such covenant
         defeasance and will be subject to Federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such covenant defeasance had not occurred.

                  (vi) With respect to defeasance only, the Company shall have
         delivered to the Trustee an Opinion of Counsel to the effect that,
         after the 91st day after the date of deposit, all money and Government
         Obligations (or other property as may be provided pursuant to Section
         3.1) (including the proceeds thereof) deposited or caused to be
         deposited with the Trustee (or other qualifying trustee) pursuant to
         this clause (d) to be held in trust will not be subject to recapture or
         avoidance as a preference in any case or proceeding (whether voluntary
         or involuntary) in respect of the Company under any Federal or State
         bankruptcy, insolvency, reorganization or other similar law, or any
         decree or order for relief in respect of the Company issued in
         connection therewith (for which purpose such Opinion of Counsel may
         assume that no Holder is an "insider").

                  (vii) With respect to defeasance only, the Company shall have
         delivered to the Trustee an Officer's Certificate as to solvency and
         the absence of any intent of preferring the Holders over any other
         creditors of the Company.

                  (viii) The Company shall have delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel, each stating that all
         conditions precedent to the defeasance or covenant defeasance under
         clause (b) or (c) of this Section 12.2 (as the case may be) have been
         complied with.


                                      -75-




                  (ix) Notwithstanding any other provisions of this Section
         12.2(d), such defeasance or covenant defeasance shall be effected in
         compliance with any additional or substitute terms, conditions or
         limitations which may be imposed on the Company in connection therewith
         pursuant to Section 3.1.

         (e) Unless otherwise specified in or pursuant to this Indenture, if,
after a deposit referred to in Section 12.2(d)(i) has been made, (i) the Holder
of a Security in respect of which such deposit was made is entitled to, and
does, elect pursuant to Section 3.1 or the terms of such Security to receive
payment in a Currency other than that in which the deposit pursuant to Section
12.2(d)(i) has been made in respect of such Security, or (ii) a Conversion Event
occurs in respect of the Foreign Currency in which the deposit pursuant to
Section 12.2(d)(i) has been made, the indebtedness represented by such Security
shall be deemed to have been, and will be, fully discharged and satisfied
through the payment of the principal of (and premium, if any), and interest, if
any, on, and Additional Amounts, if any, with respect to, such Security as the
same becomes due out of the proceeds yielded by converting (from time to time as
specified below in the case of any such election) the amount or other property
deposited in respect of such Security into the Currency in which such Security
becomes payable as a result of such election or Conversion Event based on (x) in
the case of payments made pursuant to clause (i) above, the applicable market
exchange rate for such Currency in effect on the second Business Day prior to
each payment date, or (y) with respect to a Conversion Event, the applicable
market exchange rate for such Foreign Currency in effect (as nearly as feasible)
at the time of the Conversion Event.

         The Company shall pay and indemnify the Trustee (or other qualifying
trustee, collectively for purposes of this Section 12.2(d) and Section 12.3, the
"Trustee") against any tax, fee or other charge, imposed on or assessed against
the Government Obligations deposited pursuant to this Section 12.2 or the
principal or interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of such
Outstanding Securities.

         Anything in this Section 12.2 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in clause (d) of this Section 12.2 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Section 12.2.

         Section 12.3      Application of Trust Money.
                           ---------------------------

         All money and obligations deposited with the Trustee pursuant to
Section 12.1 or 12.2 shall be held irrevocably in trust and shall be made under
the terms of an escrow trust agreement in form and substance satisfactory to the
Company and the Trustee. Such money and obligations shall be applied by the
Trustee, in accordance with the provisions of the Securities, this Indenture and
such escrow trust agreement, to the payment, either directly or through any


                                      -76-




Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal of (and
premium, if any) and interest, if any, on the Securities for the payment of
which such money and obligations have been deposited with the Trustee. If
Securities of any series are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption provisions or in accordance with any
mandatory or optional sinking fund requirement, the Company shall give the
required notice of redemption or shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.

         Section 12.4      Repayment of Moneys Held by Paying Agent.
                           -----------------------------------------

         In connection with the satisfaction and discharge of this Indenture
with respect to Securities of any series, all moneys with respect to such series
then held by any Paying Agent (and not required for such satisfaction and
discharge) shall, upon demand of the Company, be repaid to it or paid to the
Trustee and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.

         Section 12.5      Return of Unclaimed Moneys Held by Trustee and Paying
                           -----------------------------------------------------
Agent.
- -------

         Any moneys deposited with or paid to the Trustee or any Paying Agent
for the payment of the principal of, or premium, if any, or interest, if any,
on, Securities of any series and which shall not be applied but shall remain
unclaimed by the Holders of Securities of such series for two years after the
date upon which such payment shall have become due and payable, shall be repaid
to the Company by the Trustee on demand; and the Holder of any of such
Securities entitled to receive such payment shall thereafter look only to the
Company for the payment thereof; provided, however, that the Company or the
Trustee, before making any such repayment, shall at the expense of the Company
cause to be published once a week for two successive weeks (in each case on any
day of the week) in an Authorized Newspaper, or mail to each Holder, or both, a
notice that said moneys have not been so applied and that after a date named
therein any unclaimed balance of said moneys then remaining will be returned to
the Company.

         If the Trustee or Paying Agent is unable to apply any money in
accordance with Section 12.3 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 12.1 or Section 12.2 until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section
12.3; provided, however, that if the Company makes any payment of interest on or
principal of, or any Additional Amounts, with respect to any Security following
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
held by the Trustee or Paying Agent.

                                   ARTICLE 13
                           SUBORDINATION OF SECURITIES


                                      -77-




         Section 13.1      Agreement to Subordinate.
                           -------------------------

         The Company covenants and agrees, and each Holder of Securities issued
hereunder and under any indenture supplemental hereto or pursuant to a Board
Resolution and Officers' Certificate ("Additional Provisions") by such Holder's
acceptance thereof likewise covenants and agrees, that all Securities shall be
issued subject to the provisions of this ARTICLE 13; and each Holder of a
Security, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions.

         The payment by the Company of the principal of, any premium and
interest on and any Additional Amounts with respect to all Securities of each
series issued hereunder and under any Additional Provisions shall, to the extent
and in the manner hereinafter set forth and subject to the provisions of the
related supplemental indenture, be subordinate in right of payment to the prior
payment in full of all Senior Indebtedness with respect to such series, whether
outstanding at the date of this Indenture or thereafter incurred.

         No provision of this ARTICLE 13 shall prevent the occurrence of any
default or Event of Default hereunder.

         Section 13.2      Default on Senior Indebtedness.
                           -------------------------------

         In the event and during the continuation of any default by the Company
in the payment of principal, premium, interest or any other amount due on any
Senior Indebtedness with respect to the Securities of any series, or in the
event that the maturity of any Senior Indebtedness with respect to the
Securities of any series has been accelerated because of a default, then, in
either case, no payment shall be made by the Company with respect to the
principal (including redemption and sinking fund payments) of, any premium or
interest on, or any Additional Amounts with respect to, the Securities of such
series or to acquire such Securities (other than pursuant to the conversion of
such Securities).

         In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 13.2, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of such Senior
Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, but only to the extent
that the holders of such Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee in writing within 90 days of
such payment of the amounts then due and owing on such Senior Indebtedness and
only the amounts specified in such notice to the Trustee shall be paid to the
holders of such Senior Indebtedness.

         Section 13.3      Liquidation; Dissolution; Bankruptcy.
                           -------------------------------------

         Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any total or partial


                                      -78-




dissolution, winding-up, reorganization, assignment for the benefit of creditors
or marshaling of assets of the Company, whether voluntary or involuntary, or in
bankruptcy, insolvency, receivership or other similar proceedings relating to
the Company or its assets, all amounts due upon all Senior Indebtedness with
respect to the Securities of any series shall first be paid in full, or payment
thereof provided for in money in accordance with its terms, before any payment
is made by the Company on account of the principal of, premium or interest on,
or Additional Amounts with respect to, the Securities of such series; and in any
such case, any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to which the
Holders or the Trustee (on behalf of Holders with respect to the principal of,
premium or interest on or Additional Amounts with respect to, the Securities of
such Series) would be entitled to receive from the Company, except for the
provisions of this ARTICLE 13, shall be paid by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution, or by the Holders or by the Trustee under this
Indenture if received by them or it, directly to the holders of such Senior
Indebtedness (pro rata to such holders having equal seniority on the basis of
the respective amounts of such Senior Indebtedness held by such holders, as
calculated by the Company) or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay such Senior Indebtedness in
full, in money or money's worth, after giving effect to any concurrent payment
or distribution to or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the Holders of the Securities of such series
or to the Trustee.

         In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing shall be received by the
Trustee before all such Senior Indebtedness is paid in full, or provision is
made for such payment in money in accordance with its terms, such payment or
distribution shall be held in trust for the benefit of and shall be paid over or
delivered to the holders of such Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, as calculated by the Company, for
application to the payment of all such Senior Indebtedness remaining unpaid to
the extent necessary to pay such Senior Indebtedness in full in money in
accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of such Senior Indebtedness.

         For purposes of this ARTICLE 13, the words "cash, property or
securities" shall not be deemed to include ordinary shares of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this ARTICLE 13 with respect
to the Securities of the relevant series to the payment of all Senior
Indebtedness with respect to the Securities of such series that may at the time
be outstanding, provided that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such


- -79-




reorganization or readjustment, and (ii) the rights of the holders of such
Senior Indebtedness are not, without the consent of such holders, altered by
such reorganization or readjustment. The consolidation or amalgamation of the
Company with, or the merger of the Company into, another Person or the
liquidation or dissolution of the Company following the conveyance, transfer or
lease of its property as an entirety, or substantially as an entirety, to
another Person upon the terms and conditions provided for in ARTICLE 11 of this
Indenture shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section 13.3 if such other Person shall,
as a part of such consolidation, amalgamation, merger, conveyance or transfer,
comply with the conditions stated in ARTICLE 11 of this Indenture.

         Section 13.4      Subrogation.
                           ------------

         Subject to the payment in full of all Senior Indebtedness with respect
to the Securities of any series, the rights of the Holders of the Securities of
such series shall be subrogated to the rights of the holders of such Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to such Senior Indebtedness until the
principal of, any premium and interest on, and any Additional Amounts with
respect to, the Securities of such series shall be paid in full; and, for the
purposes of such subrogation, no payments or distributions to the holders of
such Senior Indebtedness of any cash, property or securities to which the
Holders or the Trustee would be entitled except for the provisions of this
ARTICLE 13, and no payment over pursuant to the provisions of this ARTICLE 13 to
or for the benefit of the holders of such Senior Indebtedness by Holders of the
Securities of such series or the Trustee, shall, as between the Company, its
creditors other than holders of such Senior Indebtedness, and the Holders of the
Securities of such series, be deemed to be a payment by the Company to or on
account of such Senior Indebtedness. It is understood that the provisions of
this ARTICLE 13 are and are intended solely for the purposes of defining the
relative rights of the Holders of the Securities of each series, on the one
hand, and the holders of the Senior Indebtedness with respect to the Securities
of such series on the other hand.

         Nothing contained in this ARTICLE 13 or elsewhere in this Indenture,
any Additional Provisions or in the Securities of any series is intended to or
shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness with respect to the Securities of such series, and the
Holders of the Securities of such series, the obligation of the Company, which
is absolute and unconditional, to pay to the Holders of the Securities of such
series the principal of, any premium and interest on, and any Additional Amounts
with respect to, the Securities of such series as and when the same shall become
due and payable in accordance with their terms, or is intended to or shall
affect the relative rights of the Holders of the Securities of such series and
creditors of the Company, other than the holders of such Senior Indebtedness,
nor shall anything herein or therein prevent the Trustee or the Holder of any
Security of such series from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this ARTICLE 13 of the holders of such Senior Indebtedness in respect of
cash, property or securities of the Company, as the case may be, received upon
the exercise of any such remedy.


                                      -80-




         Upon any payment or distribution of assets of the Company referred to
in this ARTICLE 13, the Trustee, subject to the provisions of ARTICLE 7 of this
Indenture, and the Holders shall be entitled to conclusively rely upon any order
or decree made by any court of competent jurisdiction in which such dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent
or other Person making such payment or distribution, delivered to the Trustee or
to the Holders of the Securities of any series, for the purposes of ascertaining
the Persons entitled to participate in such distribution, the holders of Senior
Indebtedness with respect to the Securities of such series and other
indebtedness of the Company, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this ARTICLE 13.

         Section 13.5      Trustee to Effectuate Subordination.
                           ------------------------------------

         Each Holder of Securities by such Holder's acceptance thereof
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this ARTICLE 13 and appoints the Trustee such Holder's attorney-in-fact for any
and all such purposes.

         Section 13.6      Notice by the Company.
                           ----------------------

         The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the making
of any payment of monies to or by the Trustee in respect of the Securities of
any series pursuant to the provisions of this ARTICLE 13. Notwithstanding the
provisions of this ARTICLE 13 or any other provision of this Indenture or any
Additional Provisions, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment of monies
to or by the Trustee in respect of the Securities of any series pursuant to the
provisions of this ARTICLE 13, unless and until a Responsible Officer of the
Trustee shall have received written notice thereof from the Company or a holder
or holders of Senior Indebtedness with respect to the Securities of such series
or from any trustee therefor; and before the receipt of any such written notice,
the Trustee, subject to the provisions of ARTICLE 7 of this Indenture, shall be
entitled in all respects to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the notice provided for in this
Section 13.6 at least two Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of, any premium or interest on, or any
Additional Amounts with respect to, any Security of such series), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such money and to apply the same to the purposes
for which they were received, and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to such date.

         The Trustee, subject to the provisions of ARTICLE 7 of this Indenture,
shall be entitled to conclusively rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior Indebtedness with
respect to the Securities of any series (or a trustee on


                                      -81-




behalf of such holder), to establish that such notice has been given by a holder
of such Senior Indebtedness or a trustee on behalf of any such holder or
holders. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of such
Senior Indebtedness to participate in any payment or distribution pursuant to
this ARTICLE 13, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this ARTICLE 13, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

         Upon any payment or distribution of assets of the Company referred to
in this ARTICLE 13, the Trustee and the Holders shall be entitled to
conclusively rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding-up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other
Person making such payment or distribution, delivered to the Trustee or to the
Holders of the Securities of any series, for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
Senior Indebtedness with respect to the Securities of such series and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this ARTICLE 13.

         Section 13.7      Rights of the Trustee; Holders of Senior
                           ----------------------------------------
Indebtedness.
- -------------

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this ARTICLE 13 in respect of any Senior Indebtedness with
respect to the Securities of any series at any time held by it, to the same
extent as any other holder of such Senior Indebtedness, and nothing in this
Indenture or any Additional Provisions shall deprive the Trustee of any of its
rights as such holder.

         With respect to the holders of Senior Indebtedness with respect to the
Securities of any series, the Trustee undertakes to perform or to observe only
such of its covenants and obligations as are specifically set forth in this
ARTICLE 13, and no implied covenants or obligations with respect to the holders
of such Senior Indebtedness shall be read into this Indenture or any Additional
Provisions against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of such Senior Indebtedness and, subject to the
provisions of ARTICLE 7 of this Indenture, the Trustee shall not be liable to
any holder of such Senior Indebtedness if it shall mistakenly or otherwise pay
over or deliver to Holders of the Securities of such series, the Company or any
other Person money or assets to which any holder of such Senior Indebtedness
shall be entitled by virtue of this ARTICLE 13 or otherwise.

         Nothing in this ARTICLE 13 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 7.6.


                                      -82-




         Section 13.8      Subordination May Not Be Impaired.
                           ----------------------------------

         No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company,
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof that any such holder may have or
otherwise be charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness with respect to the Securities of any series
may, at any time and from time to time, without the consent of or notice to the
Trustee or the Holders of Securities of such series, without incurring
responsibility to such Holders and without impairing or releasing the
subordination provided in this ARTICLE 13 or the obligations hereunder of the
Holders of the Securities of such series to the holders of such Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, such
Senior Indebtedness, or otherwise amend or supplement in any manner such Senior
Indebtedness or any instrument evidencing the same or any agreement under which
such Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing such
Senior Indebtedness; (iii) release any Person liable in any manner for the
collection of such Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

         Section 13.9      Application by Trustee of Assets Deposited with It.
                           ---------------------------------------------------

         Amounts deposited in trust with the Trustee pursuant to and in
accordance with this Indenture, including without limitation pursuant to ARTICLE
12 hereof, shall be for the sole benefit of the Holders of the Securities and,
to the extent allocated for the payment of Securities, shall not be subject to
the subordination provisions of this ARTICLE 13. Otherwise, any deposit of
assets with the Trustee or any Paying Agent (whether or not in trust) for the
payment of any Securities shall be subject to the provisions of Sections 13.1,
13.2, and 13.3; provided that, if prior to two Business Days preceding the date
on which by the terms of this Indenture any such assets may become distributable
for any purpose (including, without limitation, the payment of any amount due on
any Security) the Trustee or such Paying Agent shall not have received with
respect to such assets the written notice provided for in Section 13.6, then the
Trustee or such Paying Agent shall have full power and authority to receive such
assets and to apply the same to the purpose for which they were received, and
shall not be affected by any notice to the contrary which may be received by it
on or after such date.


                                      -83-




ARTICLE 14
                            MISCELLANEOUS PROVISIONS

         Section 14.1      Incorporators, Stockholders, Officers and Directors
                           ---------------------------------------------------
of Company Exempt from Individual Liability.
- --------------------------------------------

         No recourse under or upon any obligation, covenant or agreement
contained in this Indenture, or in any Security, or for any claim based thereon
or otherwise in respect thereof, or because of any indebtedness evidenced
thereby, shall be had against any incorporator, as such, or against any past,
present or future stockholder, officer or director, as such, of the Company or
of any successor, either directly or through the Company or any successor, under
any rule of law, statute or constitutional provision or by the enforcement of
any assessment or by any legal or equitable proceeding or otherwise it being
expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators, shareholders,
officers or directors, as such, of the Company, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any
Security or implied therefrom; and that any and all such personal liability of
every name and nature, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, shareholder, officer or director, as such, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Security or
implied therefrom, are hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issuance of
such Security.

         Section 14.2      Provisions of Indenture for the Sole Benefit of
                           -----------------------------------------------
Parties and Securityholders.
- ----------------------------

         Nothing in this Indenture or in the Securities, expressed or implied,
shall give or be construed to give to any Person, other than the parties hereto
and their successors, the Holders of the Securities and holders of Senior
Indebtedness, any legal or equitable right, remedy or claim under this Indenture
or under any covenant or provision herein contained, all such covenants and
provisions being for the sole benefit of the parties hereto and their successors
and the Holders of the Securities.

         Section 14.3      Successors and Assigns of Company Bound by Indenture.
                           -----------------------------------------------------

         All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Company shall bind its successors and
assigns, whether so expressed or not.

         Section 14.4      Notices to Holders; Waiver.
                           ---------------------------

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed by first-


                                      -84-




class mail, postage prepaid, to such Holders as their names and addresses appear
on the Securities Register within the time prescribed.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance on such waiver. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed
to any particular Holder, shall affect the sufficiency of such notice with
respect to other Holders, and any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given. In the case by
reason of the suspension of regular mail service or by reason of any other cause
it shall be impracticable to give such notice by mail, then such notification as
shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. In case by reason of the suspension of
publication of any Authorized Newspapers or by reason of any other cause it
shall be impracticable to publish any notice to Holders otherwise required or
permitted under this Indenture, then such notification as shall be given with
the approval of the Trustee shall constitute sufficient notice to such Holders
for every purpose hereunder.

         Section 14.5      Addresses for Notices.
                           ----------------------

         Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Holders of
Securities of any series on the Company may be given or served by registered
mail addressed (until another address is filed by the Company with the Trustee)
as follows: Aspen Insurance Holdings Limited, Victoria Hall, 11 Victoria Street,
Hamilton HM 11, Bermuda, Attention: Chief Financial Officer. Any notice,
direction, request or demand by the Company or any Holders of Securities of any
series to or upon the Trustee shall be deemed to have been sufficiently given or
made, for all purposes, if received at the Corporate Trust Office of such
Trustee.

         Section 14.6      Officer's Certificates and Opinions of Counsel;
                           -----------------------------------------------
Statements to Be Contained Therein.
- -----------------------------------

         Upon any application or demand by the Company to the Trustee to take
any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officer's Certificate stating that all conditions
precedent (including any covenants compliance with which constitutes a condition
precedent), if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent (including any covenants
compliance with which constitutes a condition precedent) have been complied
with, except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.


                                      -85-




         Each certificate or opinion provided for in this Indenture (other than
annual certificates provided pursuant to Section 4.8) and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include (a) a statement that the Person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

         Any certificate, statement or opinion of an officer of the Company may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of or representations by counsel, unless such officer knows that the certificate
or opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same are erroneous. Any
certificate, statement or opinion of counsel may be based, insofar as it relates
to factual matters, information with respect to which is in the possession of
the Company, upon the certificate, statement or opinion of or representations by
an officer or officers of the Company, unless such counsel knows that the
certificate, statement or opinion or representations with respect to the matters
upon which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous.

         Any certificate, statement or opinion of an officer of the Company or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

         Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

         Section 14.7      Separability Clause.
                           --------------------

         In case any provision of this Indenture or of the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

         Section 14.8      Legal Holidays.
                           ---------------

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day in any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities, other than a provision in Securities of any


                                      -86-




series, or any Tranche thereof, or in the indenture supplemental hereto, Board
Resolution or Officer's Certificate that establishes the terms of the Securities
of such series or Tranche, which specifically states that such provision shall
apply in lieu of this Section) payment of interest or principal and premium, if
any, need not be made at such Place of Payment on such date, but may be made on
the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity, and, if such payment is made or duly provided for on such
Business Day, no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date, Redemption Date or Stated Maturity,
as the case may be, to such Business Day.

         Section 14.9      Conflict of Any Provision of Indenture with Trust
                           -------------------------------------------------
Indenture Act.
- --------------

         If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with a provision of the Trust Indenture Act that is
required under such Act to be a part of and govern this Indenture, the latter
provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded,
the former provision shall control.

         Section 14.10     Governing Law.
                           --------------

         This Indenture and each Security shall be deemed to be a contract
governed by and construed in accordance with the laws of the State of New York
applicable to agreements made or instruments entered into and, in each case,
performed in said state.

         Section 14.11     Judgment Currency.
                           ------------------

         The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of, or
premium or interest, if any, or Additional Amounts on the Securities of any
series (the "Required Currency") into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in the City of New York the requisite amount of the Required Currency with the
Judgment Currency on the New York Banking Day preceding the day on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with clause (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture. For purposes of the foregoing, "New York Banking
Day" means any day except a Saturday, Sunday


                                      -87-




or a legal holiday in The City of New York or a day on which banking
institutions in The City of New York are authorized or obligated by law,
regulation or executive order to be closed.

         Section 14.12     No Security Interest Created.
                           ----------------------------

         Nothing in this Indenture or in any Securities, express or implied,
shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect in any jurisdiction where property of the Company or its Subsidiaries is
or may be located.

         Section 14.13     Submission to Jurisdiction.
                           --------------------------

         The Company agrees that any legal suit, action or proceeding instituted
against the Company in relation to any matter arising under this Indenture or
the Securities appertaining thereto may be brought in any United States Federal
or New York State court sitting in the Borough of Manhattan, The City of New
York, New York to the extent that such court has subject matter jurisdiction
over the controversy, and, by execution and delivery of this Indenture, the
Company hereby irrevocably submits to, generally and unconditionally, the
personal jurisdiction of the aforesaid courts, acknowledges their competence and
irrevocably agrees to be bound by any judgment rendered in such proceeding. The
Company also irrevocably and unconditionally waives for the benefit of the
Trustee and the Holders of the Securities any objection to the venue of a
proceeding in any such court and any immunity from legal process (whether
through service or notice, attachment prior to judgment, attachment in the aid
of execution, execution or otherwise) in respect of this Indenture. The Company
hereby irrevocably designates and appoints for the benefit of the Trustee and
the Holders of the Securities for the term of this Indenture CT Corporation
System, 111 Eighth Avenue, New York, New York 10011, as its agent to receive on
its behalf service of all process (with a copy of all such service of process to
be delivered to Aspen Insurance UK Limited, 100 Leadenhall Street, London EC3A
3DD, Attention: General Counsel) brought against it with respect to any such
proceeding in any such court in The City of New York, such service being hereby
acknowledged by the Company to be effective and binding service on it in every
respect whether or not the Company shall then be doing or shall have at any time
done business in New York. Such appointment shall be irrevocable so long as any
of the Securities or the obligations of the Company hereunder remain outstanding
until the appointment of a successor by the Company and such successor's
acceptance of such appointment. Upon such acceptance, the Company shall notify
the Trustee in writing of the name and address of such successor. The Company
further agrees for the benefit of the Trustee and the Holders of the Securities
to take any and all action, including the execution and filing of any and all
such documents and instruments, as its agent in full force and effect so long as
any of the Securities or the obligations of the Company hereunder shall be
outstanding. The Trustee shall not be obligated and shall have no responsibility
with respect to any failure by the Company to take any such action. Nothing
herein shall affect the right to serve process in any other manner permitted by
any law or limit the right of the Trustee or any Holder to institute proceedings
against the Company in the courts of any other jurisdiction or jurisdictions.


                                      -88-




         Section 14.14     Counterparts.
                           -------------

         This Indenture may be executed in any number of counterparts, and on
separate counterparts, each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument.

         Section 14.15     Effect of Headings.
                           -------------------

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the interpretation hereof.

                                   ARTICLE 15
                            REDEMPTION OF SECURITIES

         Section 15.1      Applicability of Article.
                           -------------------------

         The provisions of this Article shall be applicable to the Securities of
any series which are redeemable before their Stated Maturity except as otherwise
specified as contemplated by Section 3.1 for Securities of such series.

         Section 15.2      Notice of Redemption; Selection of Securities.
                           ----------------------------------------------

         In case the Company shall desire to exercise the right to redeem all
or, as the case may be, any part of the Securities of any series in accordance
with their terms, it shall fix a Redemption Date and shall provide notice of
such redemption at least 45 days prior to such Redemption Date to the Trustee
and at least 30 days but no more than 60 days prior to such Redemption Date to
the Holders of Securities of such series so to be redeemed as a whole or in part
in the manner provided in Section 14.4, unless a different period is specified
in the Securities to be redeemed. The notice provided in the manner herein
specified shall be conclusively presumed to have been duly given, whether or not
the Holder receives such notice. In any case, failure to give such notice or any
defect in the notice to the Holder of any Security of a series designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such series.

         Each such notice of redemption shall specify the Redemption Date, the
Redemption Price, the CUSIP or other comparable number, the Place or Places of
Payment, that the Securities of such series are being redeemed at the option of
the Company pursuant to provisions contained in the terms of the Securities of
such series or in a supplemental indenture establishing such series, if such be
the case, together with a brief statement of the facts permitting such
redemption, that payment will be made upon presentation and surrender of the
applicable Securities at the Place or Places of Payment, that the Redemption
Price together with any interest accrued and Additional Amounts to the
Redemption Date will be paid as specified in said notice, and that on and after
said Redemption Date any interest thereon or on the portions thereof to be
redeemed will cease to accrue, and any information that is required to be
included therein by the Depository.


                                      -89-




         If fewer than all the Securities of any series are to be redeemed the
notice of redemption shall specify the numbers of the Securities of such series
to be redeemed. In case any Security of any series is to be redeemed in part
only, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the Redemption Date,
upon surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued, or, in
the case of Securities providing appropriate space for such notation, at the
option of the Holders the Trustee, in lieu of delivering a new Security or
Securities as aforesaid, may make a notation on such Security of the payment of
the redeemed portion thereof.

         On or before the Redemption Date with respect to the Securities of any
series stated in the notice of redemption given as provided in this Section
15.2, the Company will deposit with the Trustee or with one or more Paying
Agents an amount of money (except as otherwise specified as contemplated by
Section 3.1 for the Securities of such series or if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 4.3)
sufficient to redeem on such Redemption Date all the Securities or portions
thereof so called for redemption at the applicable Redemption Price, together
with accrued interest on and Additional Amounts with respect thereto, to such
Redemption Date.

         If fewer than all the Securities of any series, or any Tranche thereof,
are to be redeemed, the Company shall give notice of redemption to the Trustee
not less than 60 days prior to the Redemption Date as to the aggregate principal
amount of Securities to be redeemed.

         If a Holders' Redemption Agreement, as hereinafter defined, is not on
file with the Trustee and in effect, the particular Securities to be redeemed
shall be selected by the Trustee, from the Outstanding Securities of such series
or Tranche not previously called for redemption, substantially pro rata, by lot
or by any other method the Trustee considers fair and appropriate and that
complies with the requirements of the principal national securities exchange, if
any, on which such Securities are listed, and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or Tranche or any integral multiple
thereof) of the principal amount of Securities of such series or Tranche of a
denomination larger than the minimum authorized denomination for Securities of
that series or Tranche; provided that in case the Securities of such series or
Tranche have different terms and maturities, the Securities to be redeemed shall
be selected by the Company and the Company shall give notice thereof to the
Trustee; provided, however, that if, as indicated in an Officer's Certificate,
the Company shall have offered to purchase all or any principal amount of the
Securities then Outstanding of any series, or any Tranche thereof, and fewer
than all of such Securities as to which such offer was made shall have been
tendered to the Company for such purchase, the Trustee, if so directed by
Company Order, shall select for redemption all or any principal amount of such
Securities which have not been so tendered.

         If the Trustee shall use "CUSIP" numbers in notices as a convenience to
Holders, then any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the


                                      -90-




Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Securities,
and any such redemption shall not be affected by any defect in or omission of
such numbers. The Company will promptly notify the Trustee in writing of any
change in the "CUSIP" numbers.

         If at the time the Company shall have given notice of redemption to the
Trustee in accordance with Section 15.2, there shall be on file with the Trustee
and in effect a Holders' Redemption Agreement, as hereinafter defined, then the
Trustee shall select, in accordance with the provisions of said Holders'
Redemption Agreement, the Securities or parts thereof to be redeemed.

         For the purposes of this Indenture, the term "Holders' Redemption
Agreement" shall mean an agreement, reasonably satisfactory to the Trustee,
executed as provided in this Section, which provides for the method to be
followed by the Trustee in selecting Securities or parts of Securities for
redemption out of any funds held by the Trustee to be applied to such
redemption. A Holders' Redemption Agreement may be made with respect to a single
series of Securities, or Tranche thereof, in which case it shall be executed by
or on behalf of the Holders of all Outstanding Securities of such series or
Tranche, or it may be made with respect to all Outstanding Securities in which
case it shall be executed by or on behalf of the Holders of all Securities
Outstanding hereunder.

         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

         Section 15.3      Payment of Securities Called for Redemption.
                           --------------------------------------------

         If notice of redemption has been given as above provided and the
Company has deposited, on or before the Redemption Date, with the Trustee
(and/or having irrevocably directed the Trustee to apply, from money held by it
available to be used for the redemption of Securities) an amount in cash
sufficient to redeem all of the Securities to be redeemed, the Securities or
portions of Securities of the series specified in such notice shall become due
and payable on the Redemption Date, and at the place or places stated in such
notice at the applicable Redemption Price, together with any interest accrued to
such Redemption Date, and on and after said Redemption Date any interest on the
Securities or portion of Securities of any series so called for redemption shall
cease to accrue. On presentation and surrender of such Securities at a Place of
Payment in such notice specified, such Securities or the specified portions
thereof shall be paid and redeemed by the Company at the applicable Redemption
Price, together with any interest accrued and Additional Amounts to the
Redemption Date, except that if such Redemption Date is an Interest Payment
Date, interest shall be paid as provided in Section 3.8.

         Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and make available for delivery
to or on the order of the Holder thereof, at the expense of the Company, a new
Security or Securities of such series,


                                      -91-




of authorized denominations, in principal
amount equal to the unredeemed portion of the Security so presented.

         If a Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the U.S. Depository
or other Depository for such Security in global form as shall be specified in
the Company Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium, until paid,
shall bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

                                   ARTICLE 16
                                  SINKING FUNDS

         Section 16.1      Applicability of Article.
                           -------------------------

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.1 for Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment".

         Section 16.2      Satisfaction of Mandatory Sinking Fund Payment with
                           ---------------------------------------------------
Securities.
- -----------

         In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Securities of a series in cash, the Company may at its
option, at any time but not less than 45 days prior to the date on which such
sinking fund payment is due, deliver to the Trustee Securities of such series
theretofore purchased or otherwise acquired by the Company, except Securities of
such series which have been redeemed through the application of mandatory
sinking fund payments pursuant to the terms of the Securities of such series,
accompanied by a company order instructing the Trustee to credit such
obligations and stating that the Securities of such series were originally
issued by the Company by way of bona fide sale or other negotiation for value;
provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the mandatory sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.


                                      -92-




         Section 16.3      Redemption of Securities for Sinking Fund.
                           ------------------------------------------

         Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee a certificate
signed by the chief executive officer, the chief financial officer, the chief
operating officer, a Vice President, the Treasurer or any Assistant Treasurer of
the Company specifying the amount of the next ensuing sinking fund payment for
such series pursuant to the terms of such series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of such series
pursuant to Section 16.2 and whether the Company intends to exercise its rights
to make a permitted optional sinking fund payment with respect to such series.
Such certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. In the case of the
failure of the Company to deliver such certificate (or to deliver the
Securities, if any, specified in such certificate within the time period
specified in Section 16.2), unless otherwise agreed by the Trustee, the sinking
fund payment due on the next succeeding sinking fund payment date for such
series shall be paid entirely in cash and shall be sufficient to redeem the
principal amount of the Securities of such series subject to a mandatory sinking
fund payment without the right to deliver or credit Securities as provided in
Section 16.2 and without the right to make any optional sinking fund payment, if
any, with respect to such series.

         Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made with
respect to the Securities of any particular series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) on
the sinking fund payment date on which such payment is made (or, if such payment
is made before a sinking fund payment date, on the sinking fund payment date
following the date of such payment) to the redemption of Securities of such
series at the Redemption Price specified in such Securities with respect to the
sinking fund together with accrued interest, if any, to the applicable
Redemption Date. Any sinking fund moneys not so applied or allocated by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) to
the redemption of Securities shall be added to the next sinking fund payment
received by the Trustee (or if the Company is acting as its own Paying Agent,
segregated and held in trust as provided in Section 4.3) for such series and,
together with such payment (or such amount so segregated) shall be applied in
accordance with the provisions of this Section 16.3. Any and all sinking fund
moneys with respect to the Securities of any particular series held by the
Trustee (or if the Company is acting as its own Paying Agent, segregated and
held in trust as provided in Section 4.3) on the last sinking fund payment date
with respect to Securities of such series and not held for the payment or
redemption of particular Securities of such series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent),
together with other moneys, if necessary, to be deposited (or segregated)
sufficient for the purpose, to the payment of the principal of the Securities of
such series at Maturity.


                                      -93-




         The Trustee shall select or cause to be selected the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
15.2 and the Company shall cause notice of the redemption thereof to be given in
the manner provided in Section 15.2 except that the notice of redemption shall
also state that the Securities are being redeemed by operation of the sinking
fund and whether the sinking fund payment is mandatory or optional, or both, as
the case may be. Such notice having been duly given, the redemption of the
Securities shall be made upon the terms and in the manner stated in Section
15.3.

         On or before each sinking fund payment date, the Company shall pay to
the Trustee (or, if the Company is acting as its own Paying Agent, will
segregate and hold in trust as provided in Section 4.3) in cash a sum equal to
the principal and any interest accrued to the Redemption Date for Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section.

         Neither the Trustee nor the Company shall redeem any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund for such series during the
continuance of a default in payment of interest, if any, on any Securities of
such series or of any Event of Default (other than an Event of Default occurring
as a consequence of this paragraph) with respect to the Securities of such
series, except that if the notice of redemption shall have been provided in
accordance with the provisions hereof, the Trustee (or the Company if the
Company is acting as its own Paying Agent) shall redeem such Securities if cash
sufficient for that purpose shall be deposited with the Trustee (or segregated
by the Company) for that purpose in accordance with the terms of this Article.
Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such default or Event of Default shall occur and any moneys thereafter
paid into such sinking fund shall, during the continuance of such default or
Event of Default, be held as security for the payment of the Securities of such
series; provided, however, that in case such Event of Default or default shall
have been cured or waived as provided herein, such moneys shall thereafter be
applied on the next sinking fund payment date for the Securities of such series
on which such moneys may be applied pursuant to the provisions of this Section.






                                      -94-






                                                         -2-

         IN WITNESS WHEREOF, Aspen Insurance Holdings Limited has caused this
Indenture to be duly executed as a deed as of the date above written.







                                     By:
                                         --------------------------
                                         Name:
                                         Title:


                                     By:
                                         --------------------------
                                         Name:
                                         Title:


         IN WITNESS WHEREOF, the undersigned, being duly authorized, has
executed this Indenture as of the date first above written.



                                     DEUTSCHE BANK TRUST COMPANY
                                     AMERICAS, AS TRUSTEE

                                     By:
                                         --------------------------
                                         Name:
                                         Title:








                                    EXHIBIT A
                      FORM OF CERTIFICATE FOR TRANSFER FROM
            RULE 144A GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY
             (transfers pursuant to Section 3.7(a) of the Indenture)
                                                                          [Date]
Deutsche Bank Trust Company Americas
Global Debt Services
Trust and Securities Services
60 Wall Street
New York, New York 10005

Aspen Insurance Holdings Limited
Victoria Hall
11 Victoria Street
Hamilton HM 11
Bermuda

     Re: [Note][Debenture][Zero Coupon] Due          (the "Securities")
         of Aspen Insurance Holdings Limited (the "Company")

Ladies and Gentlemen:

         Reference is hereby made to the Indenture, dated as of [       ], (as
amended and supplemented from time to time, the "Indenture"), between the
Company, as issuer and Deutsche Bank Trust Company Americas (the "Trustee").
Capitalized terms used but not defined herein shall have the meanings given them
in the Indenture.

         This letter relates to $         principal amount of Securities which
are held by the undersigned (the "Transferor") as a beneficial interest in the
Rule 144A Global Security (CUSIP No.              ) deposited with [Name of
Depository] (the "Depository"). The Transferor has requested a transfer of such
beneficial interest for an interest in the Regulation S Global Security (CUSIP
No.           ) deposited with the Depository.

         In connection with such request and in respect of such Securities, the
Transferor hereby certifies that such transfer has been effected pursuant to and
in accordance with Regulation S and accordingly further certifies that:

         (a)  the offer of the Securities was not made to a person in the United
              States;

         (b)  either (i) at the time the buy order was originated, the
              transferee was outside the United States or the Transferor and any
              person acting on its behalf reasonably believed that the
              transferee was outside the United States or (ii) the transaction
              was executed in, on or through the facilities of a designated
              off-shore securities market and neither the Transferor nor


                                      A-1





              any person acting on its behalf knows that the transaction has
              been pre-arranged with a buyer in the United States; (c) no
              directed selling efforts have been made in the United States in
              contravention of the requirements of Rule 903(b) or Rule 904(b) of
              Regulation S, as applicable;

         (d)  the transaction is not part of a plan or scheme to evade the
              registration requirements of the Securities Act; and

         (e)  the Transferor is the beneficial owner of the Securities being
              transferred.

         In addition, if the transfer is made during the distribution compliance
period specified in Rule 903 of Regulation S and the provisions of Rule
904(b)(1) or Rule 904(b)(2) of Regulation S are applicable thereto, the
Transferor confirms that such transfer has been made in accordance with the
applicable provisions of Rule 904(b)(1) or Rule 904(b)(2), as the case may be.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

Dated:
                                    Very truly yours,
                                    [Name of Transferor]
                                    By:
                                       -----------------------------
                                            Authorized signature









                                      A-2




                                    EXHIBIT B
                      FORM OF CERTIFICATE FOR TRANSFER FROM
            REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY
             (transfers pursuant to Section 3.7(b) of the Indenture)
                                                                          [Date]
Deutsche Bank Trust Company Americas
Global Debt Services
Trust and Securities Services
60 Wall Street
New York, New York 10005

Aspen Insurance Holdings Limited
Victoria Hall
11 Victoria Street
Hamilton HM 11
Bermuda

         Re: [Note][Debenture][Zero Coupon] Due        (the "Securities") of
         Aspen Insurance Holdings Limited (the "Company")

Ladies and Gentlemen:

         Reference is hereby made to the Indenture, dated as of [        ], (as
amended and supplemented from time to time, the "Indenture"), between the
Company, as issuer, and Deutsche Bank Trust Company Americas, as trustee (the
"Trustee"). Capitalized terms used but not defined herein shall have the
meanings given them in the Indenture.

         This letter relates to $          principal amount of Securities which
are held by the undersigned (the "Transferor") as a beneficial interest in the
Regulation S Global Security (CUSIP No.              ) deposited with [Name of
Depository] (the "Depository"). The Transferor has requested a transfer of such
beneficial interest for an interest in the Rule 144A Global Security (CUSIP No.
             ) deposited with the Depository.

         In connection with such request and in respect of such Securities, the
Transferor hereby certifies that such Securities are being transferred to a
transferee that the Transferor reasonably believes is purchasing the Securities
for its own account or an account with respect to which the transferee exercises
sole investment discretion, and the transferee, as well as any such account, is
a "qualified institutional buyer" within the meaning of Rule 144A, in a
transaction meeting the requirements of Rule 144A and in accordance with
applicable securities laws of any state of the United States or any other
jurisdiction.


                                      B-1





         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

Dated:                              Very truly yours,
      -----------------             [Name of Transferor]
                                    By:
                                       -----------------------------
                                    Authorized signature






















                                      B-2



                                    EXHIBIT C

            FORM OF CERTIFICATE FOR TRANSFERS FROM RESTRICTED GLOBAL
                    SECURITY TO UNRESTRICTED GLOBAL SECURITY
            (Transfers pursuant to section 3.7(c) of the Indenture)

                                                                          [Date]
Deutsche Bank Trust Company Americas
Global Debt Services
Trust and Securities Services
60 Wall Street
New York, New York 10005

Aspen Insurance Holdings Limited
Victoria Hall
11 Victoria Street
Hamilton HM 11
Bermuda

         Re: [Note][Debenture][Zero Coupon] Due         (the "Securities") of
         Aspen Insurance Holdings Limited (the "Company")

Ladies and Gentlemen:

         Reference is hereby made to the Indenture, dated as of [          ],
(as amended and supplemented from time to time, the "Indenture"), between the
Company, as issuer, and Deutsche Bank Trust Company Americas, as Trustee.
Capitalized terms used but not defined herein shall have the meanings given them
in the Indenture.

         This letter relates to $        principal amount of Securities which
are held by the undersigned (the "Owner") as a beneficial interest in the
Regulation S Global Security (CUSIP No.              )/Rule 144A Global
Security (CUSIP No.              ) deposited with [Name of Depository] (the
"Depository"). The Owner owns and proposes to exchange the interest in the
Regulation S Global Security (CUSIP No.                 )/Rule 144A Global
Security (CUSIP No.                ) for an interest in the unrestricted Global
Security (CUSIP No.                ) deposited with the Depository (the
"Exchange").

         In connection with such request and in respect of such Securities, the
Owner hereby certifies that (i) the beneficial interest is being acquired for
the Owner's own account without transfer, (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to the Global Securities
and pursuant to and in accordance with the United States Securities Act of 1933,
as amended (the "SECURITIES ACT"), (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an unrestricted


                                      C-1




Security is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

Dated:                              Very truly yours,
      -----------------             [Name of Transferor]
                                    By:
                                       -----------------------------
                                    Authorized signature











                                      C-2




                                    EXHIBIT D
             FORM OF CERTIFICATE FOR TRANSFERS PURSUANT TO RULE 144
             (transfers pursuant to section 3.7(e) of the Indenture)

                                                                          [Date]
Deutsche Bank Trust Company Americas
Global Debt Services
Trust and Securities Services
60 Wall Street
New York, New York 10005

Aspen Insurance Holdings Limited
Victoria Hall
11 Victoria Street
Hamilton HM 11
Bermuda

         Re: [Note][Debenture][Zero Coupon] Due        (the "Securities") of
         Aspen Insurance Holdings Limited (the "Company")

Ladies and Gentlemen:

         Reference is hereby made to the Indenture, dated as of [           ],
(as amended and supplemented from time to time, the "Indenture"), between the
Company, as issuer, and Deutsche Bank Trust Company Americas, as Trustee.
Capitalized terms used but not defined herein shall have the meanings given them
in the Indenture.

         In connection with our proposed sale of $           principal amount
of the Securities, which represent an interest in a Rule 144A Global Note
beneficially owned by the undersigned (the "Transferor"), we confirm that such
sale has been effected pursuant to and in accordance with Rule 144.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.




                                    Dated: Very truly yours,
                                    [Name of Transferor]
                                    By:
                                       -----------------------------
                                    Authorized signature






                                      D-1

EX-4.11

                                                                    Exhibit 4.11

                             SHAREHOLDER'S AGREEMENT
                             -----------------------

                  This Shareholder's Agreement (this "Agreement") is entered
into as of [o], 2003, between Aspen Insurance Holdings Limited, a Bermuda
corporation (the "Company"), and the undersigned person ("Shareholder") (the
Company and Shareholder being hereinafter collectively referred to as the
"Parties"). All capitalized terms not immediately defined are hereinafter
defined in Section 1 hereof.

                  WHEREAS, this Agreement is one of several other agreements
("Other Shareholders' Agreements") which have been, or which in the future will
be, entered into between the Company and other individuals who are or will be
directors, executive officers or key employees of the Company or one of its
Affiliates (collectively, the "Other Shareholders");

                  WHEREAS, prior to the date hereof Shareholder acquired from
the Company and is the holder of [o] Ordinary Shares (the "Purchased Shares")
pursuant to the terms of [FOR MYNERS, O'KANE, CUSACK, DAVIES, MAY: that certain
Subscription and Shareholders' Agreement dated 28 May 2002, between the Company,
Shareholder and others (as amended on 21 June 2002, 17 September 2002, 3 October
2002, 22 November 2002, 27 November 2002 and 11 February 2003, the "Subscription
and Shareholders' Agreement")] [FOR ALL OTHERS: a Subscription [Deed][Agreement]
dated [21 June 2002][or appropriate date] between the Company and Shareholder
(the "Share Subscription Agreement")]; and

                  WHEREAS, Shareholder has been selected by the Company, as of
or prior to the date hereof, to receive options to purchase [o] Ordinary Shares
(the "Options") pursuant to the terms set forth below and the terms of the Aspen
Insurance Holdings Limited 2003 Share Incentive Plan (the "Plan") and the
Nonqualified Share Option Agreement dated as of [o], 2003, entered into by and
between the Company and Shareholder (the "Option Agreement").

                  NOW THEREFORE, to implement the foregoing and in consideration
of the grant of Options and of the mutual agreements contained herein, the
Parties agree as follows:

                  1. Definitions. Terms used herein and defined above shall have
the meanings specified above and the following terms shall have the following
meanings:

                  "Affiliate" shall mean (i) any entity that controls, is
controlled by, or is under common control with, the Company (and the term
"control", including, with correlative meanings, the terms "controlled by" and
"under common control with", shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
such entity, whether through the ownership of voting securities, by contract or
otherwise) or (ii) any other entity designated by the Board in which the Company
or any of its Affiliates has an interest.

                  [FOR DIRECTORS/EXECUTIVE OFFICERS ONLY: "Appraisal Notice"
 shall have the meaning set forth in Section 2(j) hereof.]



                                                                               2


                  [FOR DIRECTORS/EXECUTIVE OFFICERS ONLY: "Appraiser" shall have
the meaning set forth in Section 2(j) hereof.]

                  "Beneficial Owner" means a "beneficial owner", as such term is
defined in Rule 13d-3 under the Exchange Act (except that a Person shall be
deemed to have "beneficial ownership" of all Shares that any such Person has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time).

                  "Board" shall mean the board of directors (or any committee
thereof, as determined by the board of directors) of the Company.

                  "Business Day" shall mean a day (excluding Saturday and
Sunday) on which banks are open for business in New York, London and Bermuda for
the transaction of normal banking business.

                  "Call Closing Date" shall have the meaning set forth in
Section 6(c) hereof.

                  "Called Options" shall have the meaning set forth in Section
6(c) hereof.

                  "Called Shares" shall have the meaning set forth in Section
6(c) hereof.

                  "Call Event" shall mean a Section 6(a) Call Event or a Section
6(b) Call Event.

                  "Call Notice" shall have the meaning set forth in Section 6(c)
hereof.

                  "Call Price" shall mean (i) for a Section 6(a) Call Event, the
Section 6(a) Call Price and (ii) for a Section 6(b) Call Event, the Section 6(b)
Call Price.

                  "Cause" shall mean (i) Shareholder's engagement in misconduct
which is materially injurious to the Company or any of its Affiliates, (ii)
Shareholder's continued failure to substantially perform his duties to the
Company or any of its Affiliates, (iii) Shareholder's repeated dishonesty in the
performance of his duties to the Company or any of its Affiliates, (iv)
Shareholder's commission of an act or acts constituting any (x) fraud against,
or misappropriation or embezzlement from, the Company or any of its Affiliates,
(y) crime involving moral turpitude, or (z) criminal offense that could result
in a jail sentence of at least 30 days, (v) Shareholder's continued failure to
comply with the material applicable rules or regulations of any regulatory
authority with regulatory jurisdiction over the Company or any of its
Affiliates, or (vi) Shareholder's material breach of any confidentiality or
non-competition covenant entered into between Shareholder and the Company,
provided that, with respect to such a breach of covenant that could be cured to
the Company's satisfaction, Shareholder did not promptly cure such breach. The
determination of the existence of Cause shall be made by the Board in good
faith. Notwithstanding anything in this Agreement to the contrary, if the Board
determines in good faith that grounds for termination of Shareholder's
Employment for Cause exist at the time of termination of Shareholder's
Employment for any reason, then, for all purposes, the Shares and the Options of
Shareholder shall be treated as if Shareholder's Employment were or had been
terminated for Cause.



                                                                               3


                  (a) "Change in Control" means

                  (i) at any time that the Investors (as defined below) are the
         Beneficial Owners of 33.33% or more of the combined voting power of the
         voting shares of the Company, the occurrence of any of the following
         events:

                                    (A) the sale or disposition, in one or a
                           series of related transactions, of all or
                           substantially all of the assets of the Company to any
                           Person or Group (other than (x) any subsidiary (as
                           defined below) of the Company or (y) any entity which
                           is a holding company of the Company (other than any
                           holding company which became a holding company in a
                           transaction that resulted in a Change in Control) or
                           any subsidiary of such holding company);

                                    (B) any Person or Group is or becomes the
                           Beneficial Owner, directly or indirectly, of more
                           than 50% of the combined voting power of the voting
                           shares of the Company (or any entity which is the
                           Beneficial Owner of more than 50% of the combined
                           voting power of the voting shares of the Company),
                           including by way of merger, consolidation, tender or
                           exchange offer or otherwise; excluding, however, the
                           following: (I) any acquisition directly from the
                           Company, (II) any acquisition by the Company, or
                           (III) any acquisition by any employee benefit plan
                           (or related trust) sponsored or maintained by the
                           Company or any corporation controlled by the Company;
                           or

                                    (C) the consummation of any transaction or
                           series of transactions resulting in a merger,
                           consolidation or amalgamation, in which the Company
                           is involved, other than a merger, consolidation or
                           amalgamation which would result in the shareholders
                           of the Company immediately prior thereto continuing
                           to own (either by remaining outstanding or by being
                           converted into voting securities of the surviving
                           entity), in the same proportion as immediately prior
                           to the transaction(s), more than 50% of the combined
                           voting power of the voting shares of the Company or
                           such surviving entity outstanding immediately after
                           such merger, consolidation or amalgamation.






                                                                               4


                  (ii) at any time that the Investors (as defined below) are the
         Beneficial Owners of less than 33.33% of the combined voting power of
         the voting shares of the Company, the occurrence of any of the
         following events:

                                    (A) the sale or disposition, in one or a
                           series of related transactions, of all or
                           substantially all of the assets of the Company to any
                           Person or Group (other than (x) any subsidiary of the
                           Company or (y) any entity that is a holding company
                           of the Company (other than any holding company which
                           became a holding company in a transaction that
                           resulted in a Change in Control) or any subsidiary of
                           such holding company);

                                    (B) any Person or Group is or becomes the
                           Beneficial Owner, directly or indirectly, of more
                           than 30% of the combined voting power of the voting
                           shares of the Company (or any entity which is the
                           Beneficial Owner of more than 50% of the combined
                           voting power of the voting shares of the Company),
                           including by way of merger, consolidation, tender or
                           exchange offer or otherwise; excluding, however, the
                           following: (I) any acquisition directly from the
                           Company, (II) any acquisition by the Company, (III)
                           any acquisition by any employee benefit plan (or
                           related trust) sponsored or maintained by the Company
                           or any corporation controlled by the Company, or (IV)
                           any acquisition by a Person or Group if immediately
                           after such acquisition a Person or Group who is a
                           shareholder of the Company on the date the Board
                           approved the Plan (the "Plan Effective Date")
                           continues to own voting power of the voting shares of
                           the Company that is greater than the voting power
                           owned by such acquiring Person or Group;

                                    (C) the consummation of any transaction or
                           series of transactions resulting in a merger,
                           consolidation or amalgamation, in which the Company
                           is involved, other than a merger, consolidation or
                           amalgamation which would result in the shareholders
                           of the Company immediately prior thereto continuing
                           to own (either by remaining outstanding or by being
                           converted into voting securities of the surviving
                           entity), in the same proportion as immediately prior
                           to the transaction(s), more than 50% of the combined
                           voting power of the voting shares of the Company or
                           such surviving entity outstanding immediately after
                           such merger, consolidation or amalgamation; or

                                    (D) a change in the composition of the
                           entire Board such that the individuals who, as of the
                           Plan Effective Date, constitute the Board (such Board
                           shall be referred to for purposes of this subsection
                           (D) as the "Incumbent Board") cease for any reason to
                           constitute at least a majority of the Board;
                           provided, however, that for purposes of this
                           definition, any individual who becomes a member of
                           the Board subsequent to the Plan Effective Date,
                           whose election, or nomination for election, by a
                           majority of those individuals who are members of the
                           Board and who were also members of the Incumbent
                           Board (or deemed to be such pursuant to this



                                                                               5


                           proviso) shall be considered as though such
                           individual were a member of the Incumbent Board; and,
                           provided further, however, that any such individual
                           whose initial assumption of office occurs as the
                           result of or in connection with either an actual or
                           threatened election contest (as such terms are used
                           in Rule 14a-11 or Regulation 14A of the Act) or other
                           actual or threatened solicitation of proxies or
                           consents by or on behalf of an entity other than the
                           Board shall not be so considered as a member of the
                           Incumbent Board.

                  For purposes of this Plan, (i) "Investors" shall mean The
Blackstone Group, Wellington Underwriting plc, Candover Partners Limited, Credit
Suisse First Boston Private Equity, Montpelier Re Holdings Ltd., 3i Group plc,
Olympus Partners and Phoenix Equity Partners or their respective Affiliates;
(ii) "subsidiary" shall mean, in respect of any entity, any other entity that
is, directly or indirectly, wholly owned by the first entity; and (iii) "holding
company" shall mean, in respect of any entity, any other entity that, directly
or indirectly, wholly owns such first entity.

                  "Companies Act" means the Bermuda Companies Act 1981, as
amended from time to time, and any successor thereto.

                  "Default Event" shall have the meaning set forth in Section
5(c) hereof.

                  "Eligible Put Shares" shall have the meaning set forth in
Section 5(a)(i) hereof.

                  "Employment" shall mean (i) Shareholder's employment if
Shareholder is an employee of the Company or any of its Affiliates and (ii)
Shareholder's services as a non-employee director or as an officer if
Shareholder is a non-employee member of the Board or of the board of directors
of an Affiliate of the Company or an officer of the Company or any of its
Affiliates, provided, that, unless otherwise determined by the Board, a change
in Shareholder's status from employee to non-employee (other than a non-employee
director of the Company or any of its Affiliates) shall constitute a termination
of employment hereunder.

                  "Exchange Act" shall mean the United States Securities
Exchange Act of 1934, as amended, and any successor thereto.

                  "Exercisable Options" shall have the meaning set forth in
Section 6(b)(B) hereof.

                  "Exercisable Option Shares" shall have the meaning set forth
in Section 6(b)(B) hereof.

                  "Fair Market Value Per Share" shall mean, on a given date, (i)
if there is a public market for the Ordinary Shares on such date, the arithmetic
mean of the high and low prices of the Ordinary Shares as reported on such date
on the Composite Tape of the principal national securities exchange on which
such Shares are listed or admitted to trading, or, if the Ordinary Shares are
not listed or admitted on any national securities exchange, the arithmetic mean
of the per Ordinary Share closing bid price and per Ordinary Share closing asked
price on such date as quoted on the National Association of Securities Dealers
Automated Quotation System (or such



                                                                               6


market in which such prices are regularly quoted) (the "NASDAQ"), or, if no sale
of Ordinary Shares shall have been reported on the Composite Tape of any
national securities exchange or quoted on the NASDAQ on such date, then the
immediately preceding date on which sales of Ordinary Shares have been so
reported or quoted shall be used (if such date is the completion date of the
Initial Public Offering, the Fair Market Value Per Share on such date shall be
the public offering price), and (ii) if there is not a public market for the
Ordinary Shares on such date, [FOR DIRECTORS/EXECUTIVE OFFICERS: the value
determined in accordance with the provisions of Section 2(j)] [FOR ALL OTHER
EMPLOYEES: the value determined by the Board in good faith].

                  "Group" shall mean "group" as such term is defined in Section
13(d)(3) or 14(d)(2) of the Exchange Act, or any successor section thereto.

                  "Initial Public Offering" shall mean the initial public
offering by the Company of Ordinary Shares pursuant to a registration statement
(other than a registration statement on Form S-4 or Form S-8, or any other
similar or successor form) filed under the Securities Act and declared effective
by the SEC.

                  "Investors' Agreement" shall mean that certain Amended and
Restated Shareholders' Agreement dated [o], 2003, by and among the Company, BCP
Excalibur Holdco (Cayman) Limited, Wellington Underwriting plc, The Names'
Trustees Limited on behalf of the Names Trust (defined therein) and others, as
may be amended, restated, supplemented or otherwise modified from time to time.

                  "Lapse Date" shall have the meaning set forth in Section 3(a)
hereof.

                  "Maximum Repurchase Amount" shall have the meaning set forth
in Section 10(a) hereof.

                  "Offeror" shall have the meaning set forth in Section 4(a)
hereof.

                  "Option Excess Price" shall have the meaning specified in
Section 6(b)(B) hereof.

                  "Option Exercise Price" shall mean the exercise price of the
Ordinary Shares covered by the Options.

                  "Option Shares" shall have the meaning set forth in Section
2(a) hereof.

                  "Ordinary Shares" shall mean the ordinary shares, par value
[(pound)0.01] per share, in the capital of the Company.

                  "Permanent Disability" shall mean the inability of Shareholder
to perform in all material respects his duties and responsibilities to the
Company or any of its Affiliates, by reason of a physical or mental disability
or infirmity which inability is reasonably expected to be permanent and has
continued (i) for a period of six consecutive months or (ii) such shorter period
as the Board may reasonably determine in good faith. The permanent disability
determination shall be in the sole discretion of the Board, and Shareholder (or
his or her representative) shall



                                                                               7


furnish the Board with medical evidence documenting Shareholder's disability or
infirmity, which is satisfactory to the Board.

                  "Person" shall mean "person" as such term is defined in
Section 13(d)(3) or 14(d)(2) of the Exchange Act, or any successor section
thereto.

                  "Plan" shall mean the Aspen Insurance Holdings 2003 Share
Incentive Plan.

                  "Prime Rate" shall mean, on any day, the "prime rate" reported
by JPMorganChase Bank in New York, New York on such day (or, if such day is not
a Business Day, the preceding Business Day), and if such rate is no longer being
reported by such bank, the prime rate reported by another major bank located in
New York, New York on such day, as determined by the Board.

                  "Put Closing Date" shall have the meaning set forth in Section
5(b) hereof.

                  "Put Notice" shall have the meaning set forth in Section 5(b)
hereof.

                  "Put Option" shall have the meaning set forth in Section 5(a)
hereof.

                  "Put Period" shall have the meaning set forth in Section 5(a)
hereof.

                  "Registration Rights Agreement" shall mean the Second Amended
and Restated Registration Rights Agreement dated [o], 2003, by and among the
Company, BCP Excalibur Holdco (Cayman) Limited, Wellington Underwriting plc, The
Names' Trustees Limited on behalf of the Names Trust (defined therein) and
others, as may be amended, restated, supplemented or otherwise modified from
time to time.

                  "Repurchase Eligibility Date" shall have the meaning set forth
in Section 5(c) hereof.

                  "Rule 144" shall mean Rule 144 under the Securities Act, or
any similar or successor rule adopted by the SEC.

                  "Rule 405 Affiliate" shall mean an affiliate of the Company as
defined under Rule 405 under the Securities Act (or any similar or successor
rule adopted by the SEC) and as interpreted by the Board.

                  "SEC" shall mean the United States Securities and Exchange
Commission.

                  "Section 6(a) Call Event" shall have the meaning specified in
Section 6(a) hereof.

                  "Section 6(a) Call Price" shall have the meaning specified in
Section 6(a) hereof.

                  "Section 6(b) Call Event" shall have the meaning specified in
Section 6(b) hereof.

                  "Section 6(b) Call Price" shall have the meaning specified in
Section 6(b) hereof.



                                                                               8


                  "Securities Act" shall mean the United States Securities Act
of 1933, as amended, and any successor thereto.

                  "Shareholder Entities" shall mean Shareholder, Shareholder's
Trust and Shareholder's Estate, collectively.

                  "Shareholder's Estate" shall mean the conservators, guardians,
executors, administrators, testamentary trustees, legatees or beneficiaries of
Shareholder.

                  "Shareholder's Trust" shall mean (i) a trust solely for the
benefit of Shareholder and Shareholder's spouse, children or grandchildren,
including adopted children and grandchildren and step-children and
step-grandchildren ("Immediate Family") or (ii) a partnership or limited
liability company whose only partners or shareholders are Shareholder or members
of Shareholder's Immediate Family.

                  "Shares" shall have the meaning set forth in Section 2(a)
hereof.

                  "Third Party Offer" shall have the meaning set forth in
Section 4(a) hereof.

                  2. Shareholder's Representations, Warranties and Agreements.

                  (a) Shareholder agrees and acknowledges that he will not,
directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or
otherwise dispose of (any such act being referred to herein as a "transfer") any
of the Purchased Shares or any Ordinary Shares issuable upon exercise of the
Options ("Option Shares"; together with the Purchased Shares and any Ordinary
Shares or other shares in the capital of the Company hereafter held or acquired
by Shareholder, including, without limitation, upon exercise of any additional
options, warrants or other rights to acquire Ordinary Shares or such other
shares granted or issued to Shareholder, "Shares"), except as otherwise provided
for herein.

                  (b) Shareholder agrees and acknowledges that he will not
transfer any of the Shares, unless (i) (A) the transfer is pursuant to an
effective registration statement under the Securities Act, and in compliance
with applicable provisions of United States state securities laws, or (B) (1)
counsel for Shareholder (which counsel shall be reasonably acceptable to the
Company) shall have furnished the Company with an opinion, satisfactory in form
and substance to the Company, that no such registration is required because of
the availability of an exemption from registration under the Securities Act, and
(2) if Shareholder is a citizen or resident of any country other than the United
States, or Shareholder desires to effect any transfer in any such country,
counsel for Shareholder (which counsel shall be reasonably satisfactory to the
Company) shall have furnished the Company with an opinion or other advice
reasonably satisfactory in form and substance to the Company to the effect that
such transfer will comply with the securities laws of such jurisdiction; and
(ii) if required by Bermuda law, the transferee is approved by applicable
Bermuda regulatory authorities.

                  (c) Notwithstanding the foregoing, the Company acknowledges
and agrees that any of the following transfers are deemed to be in compliance
with the Securities Act and this Agreement and no opinion of counsel is required
in connection therewith: (x) a transfer made



                                                                               9


pursuant to Sections 3, 4, 5 or 6 hereof, (y) upon or following Shareholder's
death, to Shareholder's Estate or a transfer to the executors, administrators,
testamentary trustees, legatees or beneficiaries of a natural person who has
become a holder of Shares in accordance with the terms of this Agreement,
provided, that it is expressly understood that any such transferee shall be
bound by the provisions of this Agreement (and, upon request, such transferee
will agree in writing to be bound by the terms and conditions hereof), or (z)
during Shareholder's life, a transfer made in compliance with all applicable
laws to a Shareholder's Trust, provided, that such transfer is made expressly
subject to this Agreement and that the transferee agrees in writing to be bound
by the terms and conditions hereof.

                  (d) The certificate (or certificates) representing the Shares
shall bear the following legends:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
                  CERTAIN TRANSFER RESTRICTIONS CONTAINED IN THE SHAREHOLDER'S
                  AGREEMENT DATED AS OF [o] 2003 BETWEEN THE COMPANY AND THE
                  SHAREHOLDER NAMED ON THE FACE OF THIS CERTIFICATE AND THE
                  AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF
                  [o] 2003, AS EACH MAY BE AMENDED FROM TIME TO TIME, AND MAY
                  NOT BE TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH. COPIES OF
                  SUCH DOCUMENTS ARE ON FILE AT THE REGISTERED OFFICE OF THE
                  COMPANY. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF,
                  AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH
                  DOCUMENTS."

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "SECURITIES ACT"), OR ANY UNITED STATES STATE SECURITIES LAWS
                  AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
                  UNLESS (I)(A) A REGISTRATION STATEMENT IS IN EFFECT UNDER THE
                  SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR (B) AN
                  EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
                  SECURITIES ACT IS AVAILABLE OR THE SECURITIES ACT DOES NOT
                  APPLY (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY
                  SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE
                  COMPANY TO SUCH EFFECT), AND (II) IF REQUIRED BY BERMUDA LAW,
                  THE TRANSFEREE IS APPROVED BY APPLICABLE BERMUDA REGULATORY
                  AUTHORITIES."

                  (e) Shareholder acknowledges that he has been advised that (i)
a restrictive legend in the form heretofore set forth shall be placed on the
certificates representing the Shares and (ii) a notation shall be made in the
appropriate records of the Company indicating that the Shares are subject to
restrictions on transfer and appropriate stop transfer restrictions will be
issued by the Company to the Company's transfer agent with respect to the
Shares. If Shareholder is a Rule 405 Affiliate, Shareholder also acknowledges
that (1) the Shares must be held indefinitely and Shareholder must continue to
bear the economic risk of the investment in the Shares unless the Shares are
subsequently registered under the Securities Act or an exemption from such
registration is available, (2) when and if the Shares may be disposed of without
registration in reliance on Rule 144, such disposition can be made only in
limited



                                                                              10


amounts in accordance with the terms and conditions of such Rule and (3) if the
Rule 144 exemption is not available, public sale without registration will
require compliance with some other exemption under the Securities Act.

                  (f) If any Shares are to be disposed of in accordance with
Rule 144 or otherwise, Shareholder shall promptly notify the Company of such
intended disposition and shall deliver to the Company at or prior to the time of
such disposition such documentation as the Company may reasonably request in
connection with such sale and, in the case of a disposition pursuant to Rule
144, shall deliver to the Company an executed copy of any notice on Form 144
required to be filed with the SEC.

                  (g) Shareholder represents and warrants that (i) with respect
to the Shares he has received and reviewed the available information relating to
the Shares and (ii) he has been given the opportunity to obtain any additional
information or documents and to ask questions and receive answers about such
information, the Company and the business and prospects of the Company which he
deems necessary to evaluate the merits and risks related to his investment in
the Shares and to verify the information contained in the information received
as indicated in this sub-clause (ii), and he has relied solely on such
information.

                  (h) Shareholder further represents and warrants that (i) his
financial condition is such that he can afford to bear the economic risk of
holding the Shares for an indefinite period of time and has adequate means for
providing for his current needs and personal contingencies, (ii) he can afford
to suffer a complete loss of his or her investment in the Shares, (iii) he
understands and has taken cognizance of all risk factors related to the purchase
of the Shares and (iv) his knowledge and experience in financial and business
matters are such that he is capable of evaluating the merits and risks of his
purchase of the Shares as contemplated by this Agreement.

                  (i) [FOR DIRECTORS/EXECUTIVE OFFICERS ONLY:] [If there is not
a public market for the Ordinary Shares, the "Fair Market Value Per Share" of
Shares subject to repurchase by the Company pursuant to Sections 5 and 6 shall
be the value determined as follows:

                           (i) in respect of a Section 6(a) Call Event, the
value determined by the Board in good faith;

                           (ii) in respect of any other repurchase by the
Company under Section 5 or 6, the value determined by the Board in good faith,
provided, that, if any applicable Shareholder Entities notify the Company in
writing no later than 20 days following receipt of notice from the Company of
such determination that they disagree with such determination, the value
determined in accordance with the following provisions (but, for avoidance of
doubt, for any applicable Shareholder Entities that do not so contest the
determination of the Board, the value determined by the Board shall apply):

                                    (A) the Company and the contesting
Shareholder Entities shall, as soon as reasonably possible following receipt by
the Company of such notice, jointly select an independent investment bank of
internationally recognized standing (the "Appraiser") to determine the Fair
Market Value Per Share for such Shares taking into consideration any and all
factors that the Appraiser deems necessary or appropriate in connection with
such determination;



                                                                              11


                                    (B) within 30 days of its selection and
appointment, the Appraiser shall determine and notify the Company and the
contesting Shareholder Entities in writing the Fair Market Value Per Share of
such Shares (such notice, an "Appraisal Notice"), which determination shall be
final, conclusive and binding on the Company and the contesting Shareholder
Entities for the purpose of the repurchase in question (but shall not be binding
on any other Person or for any other purpose whatsoever);

                                    (C) the costs and expenses of the Appraiser
shall be borne by the Company, unless the Fair Market Value Per Share as
determined by the Appraiser is less than one hundred fifteen percent (115%) of
the price determined by the Board, in which case the costs and expenses of the
Appraiser shall be borne by the contesting Shareholder Entities (pro rata among
such contesting Shareholder Entities based on the number of Shares being
repurchased from them); and

                                    (D) notwithstanding the foregoing
provisions, at any time prior to receipt of the applicable Appraisal Notice by
any of the Company and the contesting Shareholder Entities, the Company and all
of the contesting Shareholder Entities may agree in writing on the Fair Market
Value Per Share, which agreement shall be final, binding and conclusive on the
Company and the contesting Shareholder Entities for the purpose of the
repurchase in question (but shall not be binding on any other Person or for any
other purpose whatsoever).]

                  3. Transferability of Shares.
                     --------------------------

                  (a) Shareholder agrees that he will not transfer any of the
Shares at any time prior to the earlier of (x) the fifth anniversary of the date
of this Agreement and (y) the death or Permanent Disability of Shareholder (the
"Lapse Date"); provided, however, that Shareholder may transfer the Shares prior
to the Lapse Date pursuant to one of the following exceptions: (i) a transfer
permitted by clauses (x)(other than in respect of this Section 3), (y) or (z) of
Section 2(c); (ii) a sale of Shares pursuant to, but subject to the terms and
conditions of, Shareholder's registration rights under the Registration Rights
Agreement; (iii) a transfer of Shares pursuant to, but subject to the terms and
conditions of, Shareholder's "tag-along" rights under the Investors' Agreement;
or (iv) a transfer at any time after the completion date of the Initial Public
Offering until the Lapse Date of an aggregate number of Shares that (together
with Shares previously transferred pursuant to clause (ii), (iii) or clause
(iv)), as a percentage of the total number of Shares, including the number of
Shares underlying vested Options, held by the Shareholder Entities as of the
completion date of the Initial Public Offering prior to any transfers thereof
("Initial Holdings"), does not exceed 5% of the Initial Holdings of such
Shareholder Entities in any 12-month period.

                  (b) No transfer of Shares in violation hereof shall be made or
recorded on the books of the Company and any such transfer shall be void ab
initio and of no effect, provided, that if the Shares are transferred in
violation of this Agreement the purported transferee shall be bound by all of
the restrictions and burdens, but shall not be entitled to any of the rights or
benefits, in this Agreement.

                  (c) Shareholder acknowledges that it has been designated a
third party beneficiary under the Registration Rights Agreement in respect of
registration rights granted to "Company



                                                                              12


Holders" (as defined therein). In consideration of such designation, Shareholder
agrees to be bound by all terms and conditions of the Registration Rights
Agreement (a copy of which has been provided to Shareholder) applicable to
"Company Holders" thereunder. Notwithstanding anything in this Agreement or the
Registration Rights Agreement to the contrary, the maximum number of Registrable
Securities (as defined in the Registration Rights Agreement) that the
Shareholder Entities shall be entitled to request to have registered pursuant to
section 2(c) or section 3(a), as applicable, of the Registration Rights
Agreement will be equal to (i) the number of Shares then held by the Shareholder
Entities (including all Shares which the Shareholder Entities are then entitled
to acquire under an unexercised Option to the extent then exercisable),
multiplied by (ii) a fraction, the numerator of which is the number of
Registrable Securities being sold by the Investors and their respective
Transferees (as such terms are defined in the Registration Rights Agreement) and
the denominator of which is the aggregate number of Registrable Securities then
owned by Investors and their respective Transferees, subject, however, to the
maximum number of Registrable Securities that the Shareholder Entities (pro rata
based upon the aggregate number of Registrable Securities that the Shareholder
Entities and all Other Shareholders have requested to be registered) are
permitted to register in a given registration after giving effect to the
"cutback" provisions of the Registration Rights Agreement. Shareholder hereby
unconditionally appoints, and agrees to unconditionally appoint from time to
time, Christopher O'Kane (or, if he should not be serving as chief executive
officer of the Company, the then acting chief executive officer of the Company)
as "Company Holders' Representative" (as defined in the Registration Rights
Agreement) to act as its attorney and gives its power of attorney to such
attorney to receive notices and other communications and take decisions and
exercise approvals, consents and other rights, on behalf of Shareholder, under
or in connection with the Registration Rights Agreement.

                  (d) Shareholder acknowledges that it has been designated a
third party beneficiary under the Investors' Agreement in respect of certain
"tag-along" rights granted to "Management Shareholders" (as defined therein). In
consideration of such designation, Shareholder agrees to be bound by all terms
and conditions of the Investors' Agreement (a copy of which has been provided to
Shareholder) applicable to "Management Shareholders" thereunder. Notwithstanding
anything in this Agreement or the Investors' Agreement to the contrary, the
maximum number of Shares that the Shareholder Entities shall be entitled to
request to have included in a Tag-Along Sale (as defined in the Investors'
Agreement) will be equal to (i) the number of Shares then held by the
Shareholder Entities (including all Shares which the Shareholder Entities are
then entitled to acquire under an unexercised Option to the extent then
exercisable), multiplied by (ii) a fraction, the numerator of which is the
number of Shares being sold by the Investors and their respective Permitted
Transferees excluding, for avoidance of doubt, Permitted Distributees (as such
terms are defined in the Investors' Agreement) and the denominator of which is
the aggregate number of Shares then owned by Investors and their respective
Permitted Transferees excluding, for avoidance of doubt, Permitted Distributees,
subject, however, to the maximum number of shares that the Shareholder Entities
(pro rata based upon the aggregate number of Shares that the Shareholder
Entities and all Other Shareholders have requested to be included in such
Tag-Along Sale) are permitted to include in the Tag-Along Sale pursuant to the
Investors' Agreement. Shareholder hereby unconditionally appoints, and agrees to
unconditionally appoint from time to time, Christopher O'Kane (or, if he should
not be serving as chief executive officer of the Company, the then acting chief
executive officer of the



                                                                              13


Company) as "Management Shareholders' Representative" (as defined in the
Investors' Agreement) to act as its attorney and gives its power of attorney to
such attorney to receive notices and other communications and take decisions and
exercise approvals, consents and other rights, on behalf of Shareholder, under
or in connection with the Investors' Agreement.

                  (e) This Section 3 shall terminate and be of no further force
or effect upon the occurrence of a Change in Control, provided, that the terms
of Sections 3(c) and 3(d) shall survive until Shareholder is no longer bound by
the Registration Rights Agreement and the Investors' Agreement, respectively, in
accordance with their respective terms.

                  4. Right of First Refusal.
                     -----------------------

                  (a) If, at any time after the Lapse Date and prior to the
completion date of the Initial Public Offering, the applicable Shareholder
Entities receive a bona fide offer to purchase any or all of his Shares (the
"Third Party Offer") from a third party (the "Offeror"), which applicable
Shareholder Entities wish to accept, such applicable Shareholder Entities shall
cause the Third Party Offer to be reduced to writing and shall notify the
Company in writing of his wish to accept the Third Party Offer. The applicable
Shareholder Entities' notice to the Company shall contain an irrevocable offer
to sell such Shares to the Company (in the manner set forth below) at a purchase
price equal to the price contained in, and on the same terms and conditions of,
the Third Party Offer, and shall be accompanied by a copy of the Third Party
Offer (which shall identify the Offeror). At any time within 30 days after the
date of the receipt by the Company of the applicable Shareholder Entities'
notice, the Company shall have the right and option to purchase, or to arrange
for a third party to purchase, all of the Shares covered by the Third Party
Offer pursuant to Section 4(b).

                  (b) The Company shall have the right and option to purchase,
or to arrange for a third party to purchase, all of the Shares covered by the
Third Party Offer at the same price and on substantially the same terms and
conditions as the Third Party Offer (or, if the Third Party Offer includes any
consideration other than cash, then at the sole option of the Company, at the
equivalent all-cash price, determined in good faith by the Board), by delivering
a certified bank check or checks in the appropriate amount (or by wire transfer
of immediately available funds, if the applicable Shareholder Entities provide
to the Company wire transfer instructions) (and any such non-cash consideration
to be paid) to the applicable Shareholder Entities at the principal office of
the Company against delivery of certificates or other instruments representing
the Shares so purchased, appropriately endorsed by the applicable Shareholder
Entities. If at the end of the 30-day period, the Company has not tendered the
purchase price for such Shares in the manner set forth above, the applicable
Shareholder Entities may, during the succeeding 30-day period, sell not less
than all of the Shares covered by the Third Party Offer, to the Offeror on terms
no less favorable to the applicable Shareholder Entities than those contained in
the Third Party Offer. Promptly after such sale, the applicable Shareholder
Entities shall notify the Company of the consummation thereof and shall furnish
such evidence of the completion and time of completion of such sale and of the
terms thereof as may reasonably be requested by the Company. If, at the end of
such succeeding 30-day period, the applicable Shareholder Entities have not
completed the sale of such Shares as aforesaid, the provisions of this Section 4
shall again be in effect with respect to such Shares.



                                                                              14


                  (c) Notwithstanding anything in this Agreement to the
contrary, this Section 4 shall terminate and be of no further force or effect
upon the occurrence of a Change in Control.

                  5. Shareholder's Right to Put Shares to the Company following
                     ----------------------------------------------------------
Death or Permanent Disability.
- ------------------------------

                  (a) Except as otherwise provided herein, if, prior to earlier
of the fifth anniversary of the date of this Agreement and the completion date
of the Initial Public Offering, the Employment of Shareholder is continuing and
Shareholder either dies or becomes Permanently Disabled, then the applicable
Shareholder Entities shall, for ninety (90) days (the "Put Period") following
the date of death or Permanent Disability, have the right (the "Put Option") to
sell to the Company, and the Company shall be required to purchase, on one
occasion, all of the Shares then held by the Shareholder Entities at a per Share
price equal to the Fair Market Value Per Share on the date of exercise of the
Put Option.

                  (b) In the event the applicable Shareholder Entities intend to
exercise the Put Option, the Shareholder Entities shall send written notice to
the Company, at any time during the Put Period, indicating their intention to
sell their Shares in exchange for the payment referred to in Section 5(a) and
indicating the number of Shares to be sold (the "Put Notice"). The closing of
the purchase shall take place at the principal office of the Company thirty (30)
days after receipt by the Company of the Put Notice, [FOR DIRECTORS/EXECUTIVE
OFFICERS ONLY: provided that, if the Fair Market Value Per Share is to be
determined by the Appraiser in accordance with Section 2(j), the closing of the
purchase (including the purchase of Shares of any Shareholder Entity that does
not contest the determination of Fair Market Value Per Share made by the Board)
shall occur 10 days after receipt by the Company and the contesting Shareholder
Entities of written notice of such determination by the Appraiser,] provided,
[further,] that, if such day is not a Business Day, the closing of the purchase
shall occur on the first Business Day thereafter (the "Put Closing Date"). The
purchase price to be paid for the Shares to be repurchased in accordance with
Section 5(a) shall be paid by delivery to the applicable Shareholder Entities on
the Put Date of a certified bank check or checks in the appropriate amount
payable to the order of the applicable Shareholder Entities (or, if the
Shareholder Entities provide to the Company wire transfer instructions, wire
transfer of immediately available funds), against delivery of certificates or
other instruments representing the Shares so repurchased appropriately endorsed
or executed by the applicable Shareholder Entities or any duly authorized
representative.

                  (c) Notwithstanding anything in this Section 5 to the contrary
and subject to Section 10(a), if (i) a default or an event of default on the
part of the Company or any of its Affiliates under any loan, guarantee or other
agreement under which the Company or such Affiliate has borrowed money is
continuing on the Put Closing Date and prohibits such repurchase or is
reasonably expected to result from such repurchase in the good faith
determination of the Board or (ii) a violation on the part of the Company under
the Companies Act (or, if the Company has reincorporated in another
jurisdiction, the business corporation law of such jurisdiction) or any other
applicable law or regulation is reasonably expected to result from such
repurchase in the good faith determination of the Board (each, a "Default
Event"), then the Company shall not be obligated to repurchase any of the Shares
from the applicable Shareholder Entities until the tenth (10th) Business Day
after the date no Default Event is continuing (the "Repurchase Eligibility
Date"). On the Repurchase Eligibility Date, the



                                                                              15


Company shall purchase the number of Shares specified in the Put Notice at the
price referred to in Section 5(a), plus interest accrued on such amounts at the
Prime Rate from the Put Closing Date to (but not including) the Repurchase
Eligibility Date. In the event of a delay in payment of the purchase price for
the Shares under this Section 5(c), the Company will deliver a promissory note
(in a form to be mutually agreed) to the applicable Shareholder Entities to
evidence the obligation to pay such purchase price. The promissory note will
have a term not exceeding three (3) years. The Company may prepay the promissory
note at any time without premium or penalty.

                  (d) Notwithstanding anything in this Agreement to the
contrary, except for any payment obligation of the Company that has arisen prior
to such termination pursuant to this Agreement, this Section 5 shall terminate
and be of no further force or effect upon the occurrence of a Change in Control.

                  6. The Company's Option to Call Shares and Options upon
                     ----------------------------------------------------
Certain Terminations of Employment.
- -----------------------------------

                  (a) Except as otherwise provided herein, if, prior to the
completion date of the Initial Public Offering, (i) Shareholder's Employment is
terminated for Cause by the Company or any of its Affiliates or (ii) the
beneficiaries of a Shareholder's Trust shall include any person or entity other
than Shareholder or any member of Shareholder's Immediate Family or Shareholder
shall otherwise effect a transfer of any of the Shares other than as permitted
by this Agreement (other than as may be required by applicable law or an order
of a court having competent jurisdiction) and such breach (after discovery
thereof) has not been cured within ten (10) calendar days following written
notice from the Company to Shareholder (a "Section 6(a) Call Event"):

                           (A) with respect to the Shares, the Company may
repurchase all (or part) of the Shares then held by the applicable Shareholder
Entities at a per Share purchase price equal to the lesser of (x) the issue
price per share of such Shares and (y) the Fair Market Value Per Share on the
date of the applicable Call Notice (such lesser price, the "Section 6(a) Call
Price"); and

                           (B) with respect to the Options, all Options (whether
or not then exercisable) held by the applicable Shareholder Entities will
terminate immediately without payment in respect thereof.

                  (b) Except as otherwise provided herein, if, prior to the
completion date of the Initial Public Offering, Shareholder's Employment is
terminated for any reason other than Cause by the Company or any of its
Affiliates (a "Section 6(b) Call Event"), then the Company may:

                           (A) with respect to the Shares, repurchase all (or
part) of the Shares then held by the applicable Shareholder Entities at a per
Share purchase price equal to the Fair Market Value Per Share on the date of the
applicable Call Notice (the "Section 6(b) Call Price"); and

                           (B) with respect to any outstanding Options, the
Company may repurchase all (or part) of the exercisable Options then held by the
applicable Shareholder



                                                                              16


Entities ("Exercisable Options"; the number of Option Shares underlying such
Exercisable Options, the "Exercisable Option Shares"), for an amount equal to
the product of (x) the excess, if any, of the Fair Market Value Per Share on the
date of the applicable Call Notice over the Option Exercise Price (the "Option
Excess Price") and (y) the number of Exercisable Options Shares to be
repurchased pursuant to such Call Notice. In the event the Option Excess Price
is zero or a negative number, all outstanding exercisable Options shall
automatically terminate without any payment in respect thereof.

                  (c) The Company shall have a period of ninety (90) days
following the date of any Call Event in which to give written notice to
Shareholder of the Company's election to exercise its rights and obligations
pursuant to this Section 6 (the "Call Notice"), indicating the number of Shares
(the "Called Shares") and Options (the "Called Options") subject to the Call
Notice and indicating the Call Price and the Option Excess Price on the date of
the Call Notice. The closing of a purchase pursuant to this Section 6 shall take
place at the principal office of the Company thirty (30) days after the date of
the Call Notice, [FOR DIRECTORS/EXECUTIVE OFFICERS ONLY: provided that, in
connection with a Section 6(b) Call Event, if the Fair Market Value Per Share is
to be determined by the Appraiser in accordance with Section 2(j), the closing
of the purchase (including the purchase of Shares of any Shareholder Entity that
does not contest the determination of Fair Market Value Per Share made by the
Board) shall occur 10 days after receipt by the Company and the contesting
Shareholder Entities of written notice of such determination by the Appraiser,]
provided, [further,] that, if such day is not a Business Day, the closing of the
purchase shall occur on the first Business Day thereafter (the "Call Closing
Date"). The applicable purchase price for the Called Shares and the payment with
respect to any Called Options to be repurchased in accordance with this Section
6 shall be paid by delivery to the applicable Shareholder Entities on the Call
Closing Date of a certified bank check or checks in the appropriate amount
payable to the order of the applicable Shareholder Entities (or, if the
Shareholder Entities provide to the Company wire transfer instructions, wire
transfer of immediately available funds), against delivery of certificates or
other instruments representing the Called Shares so repurchased and appropriate
documents canceling any Called Options so repurchased, in each case,
appropriately endorsed or executed by the applicable Shareholder Entities or any
duly authorized representative.

                  (d) Notwithstanding any other provision of this Section 6 to
the contrary and subject to Section 10(a), if a Default Event exists on the Call
Closing Date for a Section 6(a) Call Event, the Company may delay the repurchase
of any of the Called Shares from the applicable Shareholder Entities until the
Repurchase Eligibility Date. On the Repurchase Eligibility Date, the Company
shall purchase each Called Share at the Call Price, plus interest accrued on
such amounts at the Prime Rate from the Call Closing Date to (but not including)
the Repurchase Eligibility Date. In the event of a delay in payment of the
purchase price for the Called Shares under this Section 6(d), the Company will
deliver a promissory note (in a form to be mutually agreed) to the applicable
Shareholder Entities to evidence the obligation to pay such purchase price. The
promissory note will have a term not exceeding three (3) years. The Company may
prepay the promissory note at any time without premium or penalty.

                  (e) Notwithstanding anything in this Agreement to the
contrary, this Section 6 shall terminate and be of no further force or effect
upon the occurrence of a Change in Control.



                                                                              17


                  7. Adjustment of Repurchase Price.
                     -------------------------------

                  In determining the applicable purchase price of Shares or
Options, as provided for in Sections 5 and 6 above, appropriate adjustments
shall be made for any stock splits, reverse stock split, stock dividend,
reclassifications, recapitalizations or any other adjustment in the number of
outstanding Shares in order to maintain, as nearly as practicable, the intended
operation of the provisions of Sections 5 and 6.

                  8. Shares Issued to Shareholder Upon Exercise of Options.
                     ------------------------------------------------------

                  The Company may from time to time grant to Shareholder, in
addition to the Options, options under the Plan (or another arrangement) to
purchase Ordinary Shares at any exercise price.

                  9. The Company's Representations, Warranties and Agreements.
                     ---------------------------------------------------------

                  (a) The Company represents and warrants to Shareholder that
(i) this Agreement has been duly authorized, executed and delivered by the
Company and is enforceable against the Company in accordance with its terms and
(ii) the Shares, when issued and delivered in accordance with the terms hereof,
will be duly and validly issued, fully paid and nonassessable.

                  (b) If the Company becomes subject to the reporting
requirements of Section 12 of the Exchange Act, the Company will file the
reports required to be filed by it under the Securities Act and the Exchange
Act, and the rules and regulations thereunder, to the extent required from time
to time to enable Shareholder to sell Shares without registration under the
Securities Act within the limitations of the exemptions provided by Rule 144,
subject to the transfer restrictions set forth in Section 3. Notwithstanding
anything contained in this Section 9(b), the Company may de-register under
Section 12 of the Exchange Act if it is then permitted to do so pursuant to the
Exchange Act and the rules and regulations thereunder and, in such
circumstances, shall not be required hereby to file any reports which may be
necessary in order for Rule 144 to be available. Nothing in this Section 9(b)
shall be deemed to limit in any manner the restrictions on sales of Shares
contained in this Agreement.

                  (c) The Company shall maintain a current list of the Other
Shareholders and Shareholder shall be entitled to obtain a copy thereof on
reasonable prior written request delivered to Company, provided, however, that
such list shall be treated as confidential information in accordance with the
terms and/or duties of Shareholder's Employment.

                  10. Pro Rata Repurchases; Dividends.
                      --------------------------------

                  (a) Notwithstanding anything to the contrary contained in
Section 5 or 6, if the consummation of any purchase or payment to be made by the
Company pursuant to Section 5 or 6(a) or the analogous provisions of any Other
Shareholders' Agreements would result in a Default Event, then the Company shall
make purchases from, and payments to, Shareholder and the Other Shareholders pro
rata (on the basis of the proportion of the number of Shares such Shareholder
and all Other Shareholders have elected or are required to sell to the Company)
for the maximum number of Shares permitted without resulting in a Default Event
(the "Maximum



                                                                              18


Repurchase Amount"). The provisions of Section 5(c) and 6(d) shall apply to any
delay in payment in respect of Shares due to the limits imposed by the Maximum
Repurchase Amount under this Section 10(a). Until all of such Shares are paid
for by the Company, Shareholder and the Other Shareholders whose Shares are not
purchased in accordance with this Section 10(a) shall have priority, on a pro
rata basis, over other purchases of Shares by the Company pursuant to this
Agreement and Other Shareholders' Agreements.

                  (b) No dividends on the Ordinary Shares are expected to be
paid by the Company prior to the Initial Public Offering. In the event any
dividends are paid with respect to the Ordinary Shares, Shareholder will be
treated in the same manner as all other holders of Ordinary Shares, subject to
the terms of the Plan.

                  11. Rights to Negotiate Repurchase Price.
                      -------------------------------------

                  Nothing in this Agreement shall be deemed to restrict or
prohibit the Company from purchasing, redeeming or otherwise acquiring for value
Shares or Options from Shareholder, at any time, upon such terms and conditions,
and for such price, as may be mutually agreed upon between the Parties, whether
or not at the time of such purchase, redemption or acquisition circumstances
exist which specifically grant the Company the right to purchase Shares or any
Options under the terms of this Agreement, provided, that no such purchase,
redemption or acquisition shall be consummated, and no agreement with respect to
any such purchase, redemption or acquisition shall be entered into, without the
prior written consent of the Board.

                  12. Notice of Change of Beneficiary.
                      --------------------------------

Immediately prior to any transfer of Shares to a Shareholder's Trust,
Shareholder shall provide the Company with a copy of the instruments creating
the Shareholder's Trust and with the identity of the beneficiaries of the
Shareholder's Trust, together with the contact details for the Shareholder's
Trust for the purposes of notices under this Agreement. Shareholder shall notify
the Company as soon as practicable prior to any change in the identity of any
beneficiary of the Shareholder's Trust.

                  13. Recapitalizations, etc.
                      -----------------------

                  The provisions of this Agreement shall apply, to the full
extent set forth herein with respect to the Shares or the Options, to any and
all capital stock of the Company or any capital stock, partnership units or any
other security evidencing ownership interests in any successor or assign of the
Company (whether by merger, consolidation, sale of assets or otherwise) which
may be issued in respect of, in exchange for, or substitution of the Shares or
the Options, by reason of any stock dividend, split, reverse split, combination,
recapitalization, liquidation, reclassification, merger, consolidation or
otherwise.

                  14. Shareholder's Employment by the Company.
                      ----------------------------------------

                  Nothing contained in this Agreement or in any other agreement
entered into by the Company and Shareholder contemporaneously with the execution
of this Agreement (i)



                                                                              19


obligates the Company or any of its Affiliates to employ Shareholder in any
capacity whatsoever or (ii) prohibits or restricts the Company or any of its
Affiliates from terminating the Employment of Shareholder at any time or for any
reason whatsoever, with or without Cause, and Shareholder hereby acknowledges
and agrees that neither the Company nor any other person has made any
representations or promises whatsoever to Shareholder concerning Shareholder's
Employment or continued Employment.

                  15. Termination of Subscription Agreement; Survival of Certain
                      ----------------------------------------------------------
Covenants.
- ----------

                  [FOR MYNERS, O'KANE, CUSACK, DAVIES, MAY: The Company and
Shareholder hereby acknowledge that the Investors' Agreement has amended and
restated the Subscription and Shareholders' Agreement and, as a result, the
covenants of Shareholder under clauses 6.2 through 6.6 (Non-Compete
Undertakings) of the Subscription and Shareholders' Agreement no longer are
contained in the Investors' Agreement. In consideration of the Company's
representations, warranties and agreements in this Agreement, Shareholder agrees
that the provisions of clauses 6.2 though 6.6 (Non-Compete Undertakings) and, in
respect of such provisions only, clause 18 (Governing Law and Jurisdiction) in
the Subscription and Shareholders' Agreement shall remain in full force and
effect in accordance with their terms as between the Company and Shareholder and
shall be incorporated by reference and form a part of this Agreement as if set
out in full herein.]

                  [FOR ROSENTHAL, HUTTER, CORMACK, KEELING: The Company and
Shareholder hereby agree that the Share Subscription Agreement hereby is
terminated, provided that, notwithstanding anything in the Share Subscription
Agreement to the contrary, in consideration of the Company's representations,
warranties and agreements in this Agreement, Shareholder agrees that the
provisions of paragraph 7 (Confidentiality) and, in respect of such provisions
only, paragraph 12 (Governing Law and Jurisdiction) in the Share Subscription
Agreement shall survive such termination and shall remain in full force and
effect in accordance with their terms as between the Company and Shareholder and
shall be incorporated by reference and form a part of this Agreement as if set
out in full herein.]

                  [FOR ALL OTHERS: The Company and Shareholder hereby agree that
the Share Subscription Agreement hereby is terminated, provided that,
notwithstanding anything in the Share Subscription Agreement to the contrary, in
consideration of the Company's representations, warranties and agreements in
this Agreement, Shareholder agrees that the provisions of paragraphs 4
(Non-Compete Undertakings) and 7 (Confidentiality) and, in respect of such
provisions only, paragraph 12 (Governing Law and Jurisdiction) in the Share
Subscription Agreement shall survive such termination and shall remain in full
force and effect in accordance with their terms as between the Company and
Shareholder and shall be incorporated by reference and form a part of this
Agreement as if set out in full herein.]

                  16. Binding Effect.
                      ---------------

                  The provisions of this Agreement shall be binding upon and
accrue to the benefit of the Company and its successors and assigns. The
provisions of this Agreement shall not be binding upon or accrue to the benefit
of the heirs, legal representatives, successors or assigns of



                                                                              20


Shareholder other than to any transferee described in, but subject to the terms
and conditions of, clause (y) or (z) under Section 2(c).

                  17. Amendment; Waiver.
                      ------------------

                  This Agreement may be amended only by a written instrument
signed by the Parties and may not be amended or modified in any event without
the prior written approval of the Board. Any failure of either Party to comply
with any representation, warranty, obligation, covenant, agreement or condition
contained in this Agreement may be waived by the other Party, provided, that
such waiver shall be valid only if set forth in an instrument in writing signed
on behalf of such Party, provided, further, that any such waiver of or failure
to insist on strict compliance with any such representation, warranty,
obligation, covenant, agreement or condition shall not operate as a waiver of
any subsequent or other failure.

                  18. Applicable Law; Jurisdiction; Arbitration; Legal Fees.
                      ------------------------------------------------------

                  (a) The laws of Bermuda shall govern the interpretation,
validity and performance of the terms of this Agreement, regardless of the law
that might be applied under principles of conflicts of law.

                  (b) In the event of any controversy among the Parties arising
out of, or relating to, this Agreement which cannot be settled amicably by the
parties, such controversy shall be finally, exclusively and conclusively settled
by mandatory arbitration conducted expeditiously in accordance with the American
Arbitration Association rules, by a single independent arbitrator. If the
Parties are unable to agree on the selection of an arbitrator, then any Party
may petition the American Arbitration Association for the appointment of the
arbitrator, which appointment shall be made within ten (10) days of the petition
therefor. Either Party may institute such arbitration proceeding by giving
written notice to the other Party. A hearing shall be held by the arbitrator in
New York, London or Bermuda as agreed by the Parties (or, failing such
agreement, in Bermuda) within thirty (30) days of his or her appointment. The
decision of the arbitrator shall be final and binding upon all Parties and shall
be rendered pursuant to a written decision that contains a detailed recital of
the arbitrator's reasoning. Judgment upon the award rendered may be entered in
any court having jurisdiction thereof.

                  19. Assignability of Certain Rights by the Company.
                      -----------------------------------------------

                  The Company shall have the right to assign any or all of its
rights or obligations to purchase Shares pursuant to Sections 4, 5 and 6 hereof;
provided, however, that the Company shall remain obligated to perform its
obligations notwithstanding such assignment in the event that such assignee
fails to perform the obligations so assigned to it.

                  20. Withholding Taxes.
                      ------------------

                  The Company shall have the right to deduct from any cash
payment made under this Agreement to the applicable Shareholder Entities any
applicable income or other taxes required by law to be withheld with respect to
such payment.



                                                                              21


                  21. Notices.
                      --------

                  Any notice or other communication under or in connection with
this Agreement shall be in writing and shall be delivered (i) personally, or
(ii) by first class post in a pre-paid envelope, (iii) by fax, or (iv) by email,
to the party due to receive the notice or communication at its address, fax
number or email address set out or described below, or such other address, fax
number or email address as a party may specify by notice in writing to the
others in accordance with this clause:

                  If to the Company, to:

                           Aspen Insurance Holdings Limited
                           Victoria Hall
                           11 Victoria Street
                           Hamilton HM11 Bermuda
                           Attention: Julian Cusack
                           Fax:  +1 441 295 1829
                           Email:  julian.cusack@aspen.bm
                                   ----------------------

                  If to Shareholder, at such Shareholder's address, fax number
or email address as set forth below under Shareholder's signature.

                  In the absence of evidence of earlier receipt, any notice or
other communication shall be deemed to have been duly given: (i) if delivered
personally, when left at the address referred to above; (ii) if sent by mail
other than air mail, five Business Days after posting such notice; (iii) if sent
by air mail, two Business Days after posting such; (iv) if sent by fax on a
Business Day between the hours of 9 a.m. and 5 p.m. (local time at the
recipient's address), when confirmation of its transmission has been recorded by
the sender's fax machine, and if sent at any other time, if confirmation of its
transmission has been recorded by the sender's fax machine, at 9 a.m. on the
next succeeding Business Day; or (v) if sent by email on a Business Day between
the hours of 9 a.m. and 5 p.m. (local time at the recipient's address), one hour
after transmission, and if sent at any other time, at 9 a.m. on the next
succeeding Business Day, unless, in either case, the sender receives a return
message within three hours after transmission indicating that the email has not
been delivered to the intended recipient (including any message that the
intended recipient is "out of the office" or otherwise unavailable), unless the
sender confirms by telephone directly with the intended recipient his or her
receipt of the email.

                  22. Miscellaneous.
                      --------------

                  (a) If any court of competent jurisdiction shall declare any
provision of this Agreement illegal, void or unenforceable, the other provisions
shall not be affected, but shall remain in full force and effect.

                  (b) This Agreement, together with the Registration Rights
Agreement and the Investors' Agreement, constitutes the entire agreement among
the Parties with respect to the subject matter hereof and supercedes all other
prior agreements and understandings, both written and oral, or any of them.



                                                                              22


                  (c) The headings in this Agreement are inserted for
convenience only and do not constitute a part of this Agreement.

                  (d) This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.



















                                                                              23


                  IN WITNESS WHEREOF, the Parties have executed this Agreement
as of the date first above written.


                                      ASPEN INSURANCE HOLDINGS LIMITED


                                      By:
                                         --------------------------------------


                                      Name:
                                           ------------------------------------

                                      Title:
                                            -----------------------------------


                                      SHAREHOLDER:


                                      -----------------------------------------
                                      [NAME]



                                      Address:

                                      -----------------------------------------

                                      -----------------------------------------

                                      -----------------------------------------



                                      Fax Number:

                                      -----------------------------------------


                                      Email Address:

                                      -----------------------------------------

EX-5.1

                                                                  Exhibit 5.1


              [LETTERHEAD OF LEBOEUF, LAMB, GREENE & MACRAE L.L.P]


                                                 February 4, 2005

Aspen Insurance Holdings Limited
Victoria Hall
11 Victoria Street
Hamilton HM11
Bermuda


Ladies and Gentlemen:

         We have acted as special U.S. counsel for Aspen Insurance Holdings
Limited, a company existing under the laws of Bermuda (the "Company"), in
connection with the filing by the Company with the United States Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), of a Registration Statement on Form F-3, to
which this opinion and consent is related (the "Registration Statement"), with
respect to the registration of up to $1,863,109,486 of securities of the Company
and certain selling shareholders, consisting of: the Company's senior and
subordinated debt securities (collectively, the "Debt Securities"); the
Company's ordinary shares, par value 0.15144558 cent per share (the "Ordinary
Shares"); the Company's preference shares (the "Preference Shares"); depositary
shares representing fractional interests in the Ordinary Shares and Preference
Shares (the "Depositary Shares"); warrants to purchase Ordinary Shares (the
"Ordinary Share Warrants"); warrants to purchase Preference Shares (the
"Preference Share Warrants"); warrants to purchase Debt Securities (the "Debt
Warrants," and together with the Ordinary Share Warrants, Preference Share
Warrants and Debt Warrants, the "Warrants"); purchase contracts (the "Purchase
Contracts"); and purchase units (the "Purchase Units"). The Debt Securities,
Ordinary Shares, Preference Shares, Depositary Shares, Warrants, Purchase
Contracts, and Purchase Units are herein referred to collectively as the
"Securities." The Securities may be issued and sold from time to time only after
the Registration Statement, to which this opinion is





Aspen Insurance Holdings Limited
February 4, 2005
Page 2


an exhibit, becomes effective and a prospectus supplement is prepared and filed
with the Commission.

         The Debt Securities may be issued under (i) the Senior Indenture, dated
as of August 16, 2004, between the Company, as Issuer, and Deutsche Bank Trust
Company Americas, as Trustee (the "Senior Indenture") or (ii) the Subordinated
Indenture in the form as filed as an exhibit to the Registration Statement (the
"Subordinated Indenture" and, together with the Senior Indenture, the
"Indentures"). Certain terms of the Debt Securities will be established in
indentures supplemental to the Indentures or by or pursuant to resolutions of
the Board of Directors of the Company as part of the corporate action taken and
to be taken relating to the issuance of the Debt Securities.

         The Warrants may be issued pursuant to the terms of one or more warrant
agreements (the "Warrant Agreements") to be entered into prior to the issuance
of the Warrants, with certain terms of the Warrants to be established by or
pursuant to resolutions of the Board of Directors of the Company as part of the
corporate action taken and to be taken relating to the issuance of the Warrants.

         The Depositary Shares and receipts evidencing such Depositary Shares
(the "Receipts") may be issued pursuant to the terms of a deposit agreement (the
"Deposit Agreement") to be entered into prior to the issuance of the Depositary
Shares and the Receipts, with certain terms to be established by or pursuant to
resolutions of the Board of Directors of the Company as part of the corporate
action taken and to be taken relating to the issuance of the Depositary Shares
and Receipts.

         The Purchase Contracts and Purchase Units may be issued upon certain
terms of such Securities to be established by or pursuant to resolutions of the
Board of Directors of the Company as part of the corporate action taken and to
be taken relating to the issuance of such Securities.

         In connection therewith, we have examined (a) the Registration
Statement, (b) the Senior Indenture, and (c) the form of the Subordinated
Indenture. In addition, we have examined the originals (or copies certified or
otherwise identified to our satisfaction) of such other agreements, instruments,
certificates, documents and records and have reviewed such questions of law and
made such inquiries as we have deemed necessary or appropriate for the purposes
of the opinions rendered herein.

         In such examination, we have assumed, without inquiry, the legal
capacity of all natural persons, the genuineness of all signatures on all
documents examined by us, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all such documents
submitted to us as copies and the authenticity of the originals of such latter
documents. We have also assumed that the books and records of the Company are
maintained in accordance with proper corporate procedures. As to any facts
material to our opinion, we have, when relevant facts were not independently
established, relied upon the





Aspen Insurance Holdings Limited
February 4, 2005
Page 3


aforesaid agreements, instruments, certificates, documents and records and upon
statements and certificates of officers and representatives of the Company and
public officials.

         Based upon the foregoing, and subject to the limitations,
qualifications and assumptions stated herein, we are of the opinion that:

         1. Assuming that (i) the Indentures, any Debt Securities and any
supplemental indentures to be entered into in connection with the issuance of
such Debt Securities have been duly and properly authorized; (ii) the
Registration Statement has become effective under the Securities Act; (iii) the
terms of such Debt Securities and their issuance and sale have been duly
established in conformity with the applicable Indenture and supplemental
indenture relating to such Debt Securities; (iv) the Indentures have been duly
executed and delivered by each party thereto; (v) the terms of such Debt
Securities do not violate any applicable law or result in a default under or
breach of any agreement or instrument binding upon the Company and comply with
any requirement or restriction imposed by any court or governmental or
regulatory body having jurisdiction over the Company; and (vi) such Debt
Securities have been duly executed and authenticated in accordance with the
applicable Indenture and any applicable supplemental indenture relating to such
Debt Securities and duly issued and delivered by the Company in the manner
contemplated under the applicable Indenture and any applicable supplemental
indenture relating to such Debt Securities and in the Registration Statement and
any prospectus supplement relating thereto, such Debt Securities (including any
Debt Securities duly issued upon exchange or conversion of any Purchase
Contracts that are exchangeable or convertible into Debt Securities) will
constitute valid and binding obligations of the Company, enforceable in
accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, rehabilitation, fraudulent transfer or similar laws
affecting the enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such principles are considered in a
proceeding in equity or at law.

         2. Assuming that (i) the Warrants have been duly and properly
authorized; (ii) the Registration Statement has become effective under the
Securities Act; and (iii) the applicable Warrant Agreement and warrant
certificate have been duly executed and delivered by each party thereto and
their terms do not violate any applicable law or result in a default under or
breach of any agreement or instrument binding upon the Company and comply with
any requirement or restriction imposed by any court or governmental or
regulatory body having jurisdiction over the Company, the Warrants will
constitute valid and binding obligations of the Company enforceable in
accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, rehabilitation, fraudulent transfer or other similar
laws affecting the enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such principles are considered in a
proceeding in equity or at law.

         3. Assuming that (i) a Deposit Agreement relating to any Depositary
Shares has been duly and properly authorized; (ii) the Ordinary Shares or the
Preference Shares relating to such Depositary Shares have been duly and properly
authorized for issuance in accordance





Aspen Insurance Holdings Limited
February 4, 2005
Page 4


with the Memorandum of Association and Bye-laws of the Company and in accordance
with a resolution of the Board of Directors of the Company specifying the
specific terms thereof and the rights attaching thereto in accordance with the
Memorandum of Association and Bye-laws of the Company and Bermuda law, and that
such terms do not violate any applicable law or result in a default under or
breach of any agreement or instrument binding upon the Company and comply with
any requirement or restriction imposed by any court or regulatory body having
jurisdiction over the Company; (iii) the Registration Statement has become
effective under the Securities Act; (iv) such Deposit Agreement has been duly
executed and delivered by each party thereto; (v) the terms of such Depositary
Shares and of their issuance and sale have been duly established in conformity
with the Deposit Agreement and are such that they do not violate any applicable
law or result in a default under or breach of any agreement or instrument
binding upon the Company and comply with any requirement or restriction imposed
by any court or governmental or regulatory body having jurisdiction over the
Company; (vi) the Ordinary Shares or the Preference Shares relating to such
Depositary Shares have been duly issued and paid for in the manner contemplated
in the Deposit Agreement and the Registration Statement and any prospectus
supplement relating thereto; and (vii) the Receipts are duly issued against the
deposit of such Ordinary Shares or the Preference Shares in accordance with such
Deposit Agreement, such Receipts will be validly issued and will entitle the
holders thereof to the rights specified therein and in such Deposit Agreement.

         4. Assuming that (i) Purchase Contracts and the terms of the offering
thereof and related matters have been duly and properly authorized (including
authorization of the issuance of the Ordinary Shares, the Preference Shares or
the Debt Securities to be issued pursuant to such Purchase Contracts), and the
terms of such Purchase Contracts and of such Ordinary Shares, Preference Shares
or Debt Securities, as the case may be, do not violate any applicable law or
result in a default under or breach of any agreement or instrument binding upon
the Company and comply with any requirement or restriction imposed by any court
or governmental or regulatory body having jurisdiction over the Company; (ii)
the Registration Statement has become effective under the Securities Act; (iii)
such Purchase Contracts have been duly and properly executed, issued and are
delivered by each party thereto; and (iv) the payment of the consideration for
such Purchase Contracts has been made in accordance with such authorization as
contemplated by the Registration Statement and any prospectus supplement
relating thereto, such Purchase Contracts will constitute valid and binding
obligations of the Company enforceable in accordance with their terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium,
rehabilitation, fraudulent transfer or other similar laws affecting the
enforcement of creditors' rights generally and to general principles of equity,
regardless of whether such principles are considered in a proceeding to equity
or at law.

         5. Assuming that (i) Purchase Units and the terms of the offering
thereof and related matters have been duly and properly authorized, and the
terms thereof do not violate any applicable law or result in a default under or
breach of any agreement or instrument binding upon the Company and comply with
any requirement or restriction imposed by any court or governmental or
regulatory body having jurisdiction over the Company; (ii) the Registration
Statement has become effective under the Securities Act; (iii) the Company has
taken all





Aspen Insurance Holdings Limited
February 4, 2005
Page 5


necessary corporate action to authorize the issuance and terms of the Purchase
Contracts that are a component of such Purchase Units (including authorization
of the issuance of the Ordinary Shares, the Preference Shares or the Debt
Securities to be issued pursuant to such Purchase Contracts); (iv) in the case
of any such Purchase Units consisting at least in part of debt obligations of
third parties, such debt obligations at all relevant times constitute the valid
and binding obligations of the issuers thereof enforceable against the issuers
thereof, in accordance with their terms; (v) in the case of any such Purchase
Units consisting at least in part of Debt Securities, the Company has taken all
necessary corporate action to authorize the issuance and terms of such Debt
Securities; and (vi) each of (a) such Purchase Units, (b) such Purchase
Contracts and (c) in the case of any such Purchase Units consisting at least in
part of Debt Securities as contemplated by the Registration Statement and any
prospectus supplement relating thereto, such Debt Securities, have been duly
executed, authenticated (in the case of such Debt Securities), issued and
delivered by each party thereto, then, upon the payment of the consideration for
such Purchase Units and any such related Purchase Contracts or Debt Securities
in accordance with such corporate action and, in the case of such Debt
Securities, the Indentures, such Purchase Units will constitute valid and
binding obligations of the Company enforceable in accordance with their terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium,
rehabilitation, fraudulent transfer or other similar laws affecting the
enforcement of creditors' rights generally and to general principles of equity,
regardless of whether such principles are considered in a proceeding in equity
or at law.

         The opinions expressed herein are limited to the laws of the State of
New York and the Federal law of the United States. In particular, we do not pass
on any matter governed by Bermuda law and we assume the validity of the
Securities, the Indentures, the Warrant Agreement, the Deposit Agreement and the
Receipts under the Company's constitutive documents and any law, regulation,
order or decree in Bermuda.

         We consent to the filing of this opinion with the Commission as an
exhibit to the Company's Registration Statement and to the use of our name under
the caption "Legal Matters" contained in the Registration Statement. In giving
our consent, we do not thereby concede that we come within the category of
persons whose consent is required by the Securities Act.


                                Very truly yours,

                                /s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.

                                LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.

EX-5.2

                                                                     EXHIBIT 5.2

                  [Letterhead of Appleby Spurling Hunter]




ASPEN INSURANCE HOLDINGS LIMITED
Victoria Hall
11 Victoria Street
Hamilton HM 11
Bermuda


Dear Sirs                                                        4 February 2005


ASPEN INSURANCE HOLDINGS LIMITED (THE "COMPANY") - REGISTRATION STATEMENT ON
- ----------------------------------------------------------------------------
FORM F-3
- --------


We have acted as Bermuda counsel to the Company, and this opinion as to Bermuda
law is addressed to you in connection with the filing by the Company with the
United States Securities and Exchange Commission ("SEC") under the Securities
Act of 1933, as amended (the "Securities Act") of a Registration Statement (as
defined in the Schedule to this opinion) in relation to the Company registering
ordinary shares of par value US 0.15144558 cents (the "Ordinary Shares"),
preference shares (the "Preference Shares"), depository shares (representing
ordinary shares or preference shares (the "Depository Shares"), senior or
subordinated debt securities (the "Debt Securities"), warrants to purchase
ordinary shares, preference shares or debt securities (the "Warrants"), purchase
contracts (the "Purchase Contracts"), Purchase Units (the "Purchase Units") and
issued ordinary shares that may be offered and sold by certain shareholders (the
"Selling Shareholder Shares"). The Ordinary Shares, the Preference Shares, the
Depositary Shares, the Debt Securities, the Warrants, the Purchase Contracts,
the Purchase Units and the Selling Shareholders Shares are collectively referred
to as the "Securities".

For the purposes of this opinion we have examined and relied upon the documents
listed, and in some cases defined, in the Schedule to this opinion (the
"Documents").

Unless otherwise defined herein or in the Schedule to this opinion, terms
defined in the Registration Statement have the same meanings when used in this
opinion.





                                                                 4 February 2005


ASSUMPTIONS
- -----------

In stating our opinion we have assumed:

(a)      the authenticity, accuracy and completeness of all Documents submitted
         to us as originals and the conformity to authentic original Documents
         of all Documents submitted to us as certified, conformed, notarised,
         faxed or photostatic copies;

(b)      that each of the Documents which was received by electronic means is
         complete, intact and in conformity with the transmission as sent;

(c)      the genuineness of all signatures on the Documents;

(d)      the authority, capacity and power of each of the persons signing the
         Documents which we have reviewed (other than the Directors or Officers
         of the Company);

(e)      that any representation, warranty or statement of fact or law, other
         than as to Bermuda law, made in any of the Documents is true, accurate
         and complete;

(f)      that the records which were the subject of the Company Search were
         complete and accurate at the time of such search and disclosed all
         information which is material for the purposes of this opinion and such
         information has not since the date of the Company Search been
         materially altered;

(g)      that the records which were the subject of the Litigation Search were
         complete and accurate at the time of such search and disclosed all
         information which is material for the purposes of this opinion and such
         information has not since the date of the Litigation Search been
         materially altered;


                                                                          Page 2





                                                                 4 February 2005


(h)      that there are no provisions of the laws or regulations of any
         jurisdiction other than Bermuda which would be contravened by the
         issuance of the Securities or which would have any implication in
         relation to the opinion expressed herein and that, in so far as any
         obligation to be performed or action to be taken as described in the
         Registration Statement is required to be performed or taken in any
         jurisdiction outside Bermuda, the performance of such obligation or the
         taking of such action will constitute a valid and binding obligation of
         each of the parties thereto under the laws of that jurisdiction and
         will not be illegal by virtue of the laws of that jurisdiction;

(i)      that the Resolutions are in full force and effect, have not been
         rescinded, either in whole or in part, and accurately record the
         resolutions passed by the Board of Directors of the Company in a
         meeting which was duly convened and at which a duly constituted quorum
         was present and voting throughout and that there is no matter affecting
         the authority of the Directors not disclosed by the Constitutional
         Documents, the Company Search, the Litigation Search, or the
         Resolutions, which would have any adverse implication in relation to
         the opinions expressed herein;

(j)      that, when the Directors of the Company passed the Resolutions, each of
         the Directors discharged his fiduciary duties to the Company and acted
         honestly and in good faith with a view to the best interests of the
         Company;

(k)      that the Company will at the relevant time of issuance or transfer of
         any of the Securities hold the necessary permissions of the Bermuda
         Monetary Authority for such issuance or transfer;

(l)      that the Selling Shareholder Shares are existing issued shares as at
         the date of this opinion and that, at the relevant time of sale of any
         Selling Shareholder Shares by any holder thereof, such holder is the
         registered holder of the Selling



                                                                          Page 3





                                                                 4 February 2005


         Shareholder Shares to be sold by such holder (or otherwise entitled to
         direct the transfer of those Selling Shareholder Shares) free of any
         encumbrance and that such Selling Shareholder Shares are fully paid;

(m)      that the Company has filed the Registration Statement in good faith for
         the purpose of carrying on its business and that, at the time it did
         so, there were reasonable grounds for believing that the activities
         contemplated by the Registration Statement would benefit the Company;

(n)      that the issuance of the Securities as contemplated by the Registration
         Statement will be duly authorised by the Board of Directors of the
         Company prior to such issuance; and

(o)      that the Company will comply, to the extent applicable, with the
         requirements of Part III of the Companies Act 1981, as amended
         ("Prospectuses and Public Offers").


OPINION
- -------

Based upon and subject to the foregoing and subject to the reservations set out
below and to any matters not disclosed to us, we are of the opinion that:

(1)      The Company is an exempted company validly organised and existing and
         in good standing under the laws of Bermuda.

(2)      When issued pursuant to the Resolutions (and subject to Assumption (n))
         and delivered against payment therefore in the circumstances referred
         to or summarised in the Registration Statement, the Ordinary Shares,
         the Preference Shares and Depositary Shares will be validly issued,
         fully paid and non-assessable shares in the capital of the Company.


                                                                          Page 4





                                                                 4 February 2005


(3)      The issuance or transfer of the Securities will not violate, conflict
         with or constitute a default under (i) any requirement of any law or
         any regulation of Bermuda, or (ii) the Constitutional Documents.

(4)      All necessary corporate action required to have been taken by the
         Company in connection with the original issuance by the Company of the
         Selling Shareholder Shares (including shares issued upon exercise of
         options) pursuant to Bermuda Law has been taken by or on behalf of the
         Company, and all necessary approvals of the Bermuda Monetary Authority
         were duly obtained for the original issuance by the Company of the
         Selling Shareholders Shares.

(5)      The Selling Shareholder Shares, when sold by their current holders and
         transferred and paid for as contemplated by the Registration Statement,
         will be duly authorised, validly issued, fully paid and non-assessable
         common shares of the Company.


RESERVATIONS
- ------------

We have the following reservations:

(a)      We express no opinion as to any law other than Bermuda law and none of
         the opinions expressed herein relates to compliance with or matters
         governed by the laws of any jurisdiction except Bermuda. This opinion
         is limited to Bermuda law as applied by the courts of Bermuda at the
         date hereof.

(b)      In paragraph (1) above, the term "good standing" means only that the
         Company has received a Certificate of Compliance from the Registrar of
         Companies in Hamilton Bermuda which confirms that the Company has
         neither failed to make any filing with any Bermuda governmental
         authority nor


                                                                          Page 5





                                                                 4 February 2005


         to pay any Bermuda government fee or tax, which might make it liable to
         be struck off the Registrar of Companies and thereby cease to exist
         under the laws of Bermuda.

(c)      Any reference in this opinion to shares being "non-assessable" shall
         mean, in relation to fully paid shares of the Company and subject to
         any contrary provision in any agreement in writing between the Company
         and the holder of the shares, that no shareholder shall be bound by an
         alteration to the Memorandum of Association or Bye-laws of the Company
         after the date on which he became a shareholder, if and so far as the
         alteration requires him to take, or subscribe for additional shares, or
         in any way increases his liability to contribute to the share capital
         of, or otherwise to pay money to, the Company.

(d)      Searches of the Register of Companies at the office of the Registrar of
         Companies and of the Supreme Court Causes Book at the Registry of the
         Supreme Court are not conclusive and it should be noted that the
         Register of Companies and the Supreme Court Causes Book do not reveal:

         (i)    details of matters which have been lodged for filing or
                registration which as a matter of best practice of the Registrar
                of Companies or the Registry of the Supreme Court would have or
                should have been disclosed on the public file, the Causes Book
                or the Judgment Book, as the case may be, but for whatever
                reason have not actually been filed or registered or are not
                disclosed or which, notwithstanding filing or registration, at
                the date and time the search is concluded are for whatever
                reason not disclosed or do not appear on the public file, the
                Causes Book or Judgment Book;

         (ii)   details of matters which should have been lodged for filing or
                registration at the Registrar of Companies or the Registry of


                                                                          Page 6





                                                                 4 February 2005


                the Supreme Court but have not been lodged for filing or
                registration at the date the search is concluded;

         (iii)  whether an application to the Supreme Court for a winding-up
                petition or for the appointment of a receiver or manager has
                been prepared but not yet been presented or has been presented
                but does not appear in the Causes Book at the date and time the
                search is concluded;

         (iv)   whether any arbitration or administrative proceedings are
                pending or whether any proceedings are threatened, or whether
                any arbitrator has been appointed; or

         (v)    whether a receiver or manager has been appointed privately
                pursuant to the provisions of a debenture or other security,
                unless notice of the fact has been entered in the Register of
                Charges in accordance with the provisions of the Companies Act
                1981.

         Furthermore, in the absence of a statutorily defined system for the
         registration of charges created by companies incorporated outside
         Bermuda ("overseas companies") over their assets located in Bermuda, it
         is not possible to determine definitively from searches of the Register
         of Charges maintained by the Registrar of Companies in respect of such
         overseas companies what charges have been registered over any of their
         assets located in Bermuda or whether any one charge has priority over
         any other charge over such assets.

(e)      In order to issue this opinion we have carried out the Company Search
         as referred to in the Schedule to this opinion and have not enquired as
         to whether there has been any change since the date of such search.


                                                                          Page 7





                                                                 4 February 2005


(f)      In order to issue this opinion we have carried out the Litigation
         Search as referred to in the Schedule to this opinion and have not
         enquired as to whether there has been any change since the date of such
         search.

(g)      Where an obligation is to be performed in a jurisdiction other than
         Bermuda, the courts of Bermuda may refuse to enforce it to the extent
         that such performance would be illegal under the laws of, or contrary
         to public policy of, such other jurisdiction.

DISCLOSURE
- ----------

This opinion is addressed to you in connection with the filing by the Company of
the Registration Statement with the United States Securities and Exchange
Commission. We consent to the inclusion of this opinion as Exhibit 5.2 to the
Registration Statement. As Bermuda attorneys, however, we are not qualified to
opine on matters of law of any jurisdiction other than Bermuda, accordingly we
do not admit to being an expert within the meaning of the Securities Act.

Further, this opinion speaks as of its date and is strictly limited to the
matters stated herein and we assume no obligation to review or update this
opinion if applicable law or the existing facts or circumstances should change.

This opinion is governed by and is to be construed in accordance with Bermuda
law. It is given on the basis that it will not give rise to any legal
proceedings with respect thereto in any jurisdiction other than Bermuda. This
opinion may be relied upon by LeBoeuf Lamb Greene & McRae LLP solely for the
purpose of the delivery of an opinion on behalf of the Company in respect of the
Registration Statement on Form F-3.


Yours faithfully


/s/ Appleby Spurling Hunter

APPLEBY SPURLING HUNTER


                                                                          Page 8





                                                                 4 February 2005


                                    SCHEDULE
                                    --------

1.       The entries and filings shown in respect of the Company on the file of
         the Company maintained in the Register of Companies at the office of
         the Registrar of Companies in Hamilton, Bermuda, as revealed by a
         search on 1 February 2005 (the "Company Search").

2.       The entries and filings shown in respect of the Company in the Supreme
         Court Causes Book maintained at the Registry of the Supreme Court in
         Hamilton, Bermuda, as revealed by a search on 1 February 2005 in
         respect of the Company (the "Litigation Search").

3.       Certified copies of the Certificate of Incorporation, Memorandum of
         Association, Certificate of Deposit of Memorandum of Increase of Share
         Capital, Certificate of Registration of Alteration of Denomination of
         Capital and Bye-Laws effective 9 December 2003 of the Company
         (collectively referred to as the "Constitutional Documents").

5.       A certified copy of the "Tax Assurance", dated 20 June 2002, issued by
         the Registrar of Companies for the Minister of Finance in relation to
         the Company.

6.       Certified copies of the Minutes of the Meetings of the Board of
         Directors of the Company held on 21 June 2002, 8 July 2002, 10 October
         2002, 11 December 2002, 20 November 2002, 11 February 2003, 19 May
         2003, 21 July 2003, 6 November 2003 and 10 December 2003, and a draft
         copy of the resolutions of the Board of Directors of the Company held
         on 31 January 2005 (collectively the "Resolutions").


7.       Copy Notices of Appointment of Alternate Directors Letters in respect
         of 31 January 2005 Board Meeting.

8.       A Certificate of Compliance, dated 1 February 2005 issued by the
         Ministry of Finance in respect of the Company.

9.       Certified copies of Bermuda Monetary Authority consent letters dated
         20 June 2002, 26 September 2002 (as amended 28 November 2002), 27
         November 2002, 6 December 2002, 11 February 2003, 28 March 2003, 13
         June 2003, 18 June 2003, 14 November 2003, 3 December 2003 and 27 July
         2004.

10.      A copy of the registration statement on Form F-3 of the Company filed
         4 February 2005 (the "Registration Statement").



                                                                          Page 9

EX-12.1

                                                                    Exhibit 12.1

                        ASPEN INSURANCE HOLDINGS LIMITED

                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                         AND PREFERENCE SHARE DIVIDENDS




                                             AS AT                AS AT
                                           SEPTEMBER 30,        DECEMBER 31,
                                           -------------   ---------------------
                                               2004          2003      2002(1)
                                           -------------   --------   ----------
                                                ($ IN MILLIONS, EXCEPT RATIOS)

Net operating income before tax...........    $ 163.9      $ 206.6     $ 35.1
Add back
   Interest expense.......................        3.2          0.4        0.0
   Net realized investment losses.........        2.4          2.4        0.1
   Net foreign exchange gains.............       (0.7)        (1.5)     (12.7)

   Pretax operating income before
      interest expenses...................      168.8        207.9       22.5
Fixed charges.............................        3.2          0.4        0.0

Ratio of earnings to fixed charges(3)(4)..      52.75x      519.75x         -(2)


- ---------------------------

     (1) We were incorporated on May 23, 2002.

     (2) Not meaningful because Aspen Holdings had no debt financings
         outstanding as of such date.

     (3) For purposes of computing these ratios, earnings consist of net income
         before tax, excluding interest expense, net realized investment gains
         (losses) and net foreign exchange gains (losses). Fixed charges consist
         of interest expense, amortization of capitalized debt expenses, and an
         imputed interest component for rental expense.

     (4) We have no  dividend  bearing  preference  shares  during the periods
         covered by the ratio of  earnings to fixed  charges and preference
         share dividends table listed above.

EX-23.1

                                                                    Exhibit 23.1



                                                        [KPMG Letterhead]


Aspen Insurance Holdings Limited
Victoria Hall
11 Victoria Street
Hamilton HM 11
Bermuda

4 February 2005



Dear Sirs

ASPEN INSURANCE HOLDINGS LIMITED - REGISTRATION STATEMENT ON FORM F-3 DATED 4
FEBRUARY 2005 (THE `REGISTRATION STATEMENT')

We consent to the incorporation by reference in the Registration Statement on
Form F-3 of our reports dated March 26, 2004, with respect to the consolidated
balance sheets of Aspen Insurance Holdings Limited and its subsidiaries as of
December 31, 2002 and December 31, 2003 and the related consolidated statements
of operations, shareholders' equity, comprehensive income, and cash flows for
the period from incorporation on May 23, 2002 to December 31, 2002 and for the
year ended December 31, 2003 and the related financial statement schedules,
which report appears in the December 31, 2003, annual report on Form 10-K of
Aspen Insurance Holdings Limited.

In addition we consent to the incorporation by reference of our reports dated
September 15, 2003, with respect to the combined balance sheets of Syndicates
2020 and 3030 as of December 31, 2002 and 2001 and the related combined
statements of operations and comprehensive income / (loss), members' deficit,
and cash flows for each of the years in the three year period ended December 31,
2002 and the related financial statement schedules, which reports appears in the
December 31, 2003, annual report on Form 10-K of Aspen Insurance Holdings
Limited.

We further consent to the reference to our firm under the heading "Experts" in
the prospectus.

Yours faithfully

/s/ KPMG Audit Plc

KPMG Audit Plc

EX-25.1

                                                                    Exhibit 25.1

- --------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------
                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                     OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

          CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
                          PURSUANT TO SECTION 305(b(2)

                         ------------------------------

                      DEUTSCHE BANK TRUST COMPANY AMERICAS
                        (FORMERLY BANKERS TRUST COMPANY)
               (Exact name of trustee as specified in its charter)

NEW YORK                                           13-4941247
(Jurisdiction of Incorporation or                  (I.R.S. Employer
organization if not a U.S. national bank)          Identification no.)

60 WALL STREET
NEW YORK, NEW YORK                                 10005
(Address of principal                              (Zip Code)
executive offices)

                      DEUTSCHE BANK TRUST COMPANY AMERICAS
                            ATTENTION: WILL CHRISTOPH
                                LEGAL DEPARTMENT
                           60 WALL STREET, 36TH FLOOR
                            NEW YORK, NEW YORK 10005
                                 (212) 250-0378
            (Name, address and telephone number of agent for service)
- --------------------------------------------------------------------------------

                        ASPEN INSURANCE HOLDINGS LIMITED
               (Exact Name of Registrant as Specified in its Charter)



             Bermuda                                 Not Applicable
    (State or Other Jurisdiction of                 (I.R.S. Employer
    Incorporation or Organization)                 Identification No.)


              VICTORIA HALL
              11 VICTORIA STREET, HAMILTON HM 11, BERMUDA
              (441) 295-8201
              (Name, address, including zip code, and telephone number,
              including area code, of Registrant's principal executive offices)
                        ------------------------



                             SENIOR DEBT SECURITIES

                       (Title of the Indenture Securities)




                          ITEM 1. GENERAL INFORMATION.

            Furnish the following information as to the trustee.

            (a)    Name and address of each examining or supervising authority
                   to which it is subject.

            NAME                                                ADDRESS
            ----                                                -------

            Federal Reserve Bank (2nd District)                 New York, NY
            Federal Deposit Insurance Corporation               Washington, D.C.
            New York State Banking Department                   Albany, NY

            (b)    Whether it is authorized to exercise corporate trust powers.
                   Yes.

                       ITEM 2. AFFILIATIONS WITH OBLIGOR.

            If the obligor is an affiliate of the Trustee, describe each such
            affiliation.

            None.

ITEM 3.-15. NOT APPLICABLE

ITEM  16.   LIST OF EXHIBITS.


           EXHIBIT 1 -  Restated Organization Certificate of Bankers Trust
                        Company dated August 6, 1998, Certificate of Amendment
                        of the Organization Certificate of Bankers Trust Company
                        dated September 25, 1998, Certificate of Amendment of
                        the Organization Certificate of Bankers Trust Company
                        dated December 16, 1998, and Certificate of Amendment of
                        the Organization Certificate of Bankers Trust Company
                        dated February 22, 2002, copies attached.

           EXHIBIT 2 -  Certificate of Authority to commence business -
                        Incorporated herein by reference to Exhibit 2 filed with
                        Form T-1 Statement, Registration No. 33-21047.

           EXHIBIT 3 -  Authorization of the Trustee to exercise corporate trust
                        powers - Incorporated herein by reference to Exhibit 2
                        filed with Form T-1 Statement, Registration No.
                        33-21047.

           EXHIBIT 4 -  Existing By-Laws of Bankers Trust Company, as amended on
                        April 15, 2002. Copy attached.


                                       -2-






           EXHIBIT 5 -  Not applicable.

           EXHIBIT 6 -  Consent of Bankers Trust Company required by Section
                        321(b) of the Act. - Incorporated herein by reference to
                        Exhibit 4 filed with Form T-1 Statement, Registration
                        No. 22-18864.

           EXHIBIT 7 -  The latest report of condition of Deutsche Bank Trust
                        Company Americas dated as of September 30, 2004. Copy
                        attached.

           EXHIBIT 8 -  Not Applicable.

           EXHIBIT 9 -  Not Applicable.

















                                       -3-






                                    SIGNATURE



         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Deutsche Bank Trust Company Americas, a corporation
organized and existing under the laws of the State of New York, has duly caused
this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York, and State of New York,
on this 2nd day of February, 2005.


                                         DEUTSCHE BANK TRUST COMPANY AMERICAS


                                             By:
                                                 ---------------------------
                                                    Annie Jaghatspanyan
                                                    Associate























                                       -4-






                                    SIGNATURE



         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Deutsche Bank Trust Company Americas, a corporation
organized and existing under the laws of the State of New York, has duly caused
this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York, and State of New York,
on this 2nd day of February, 2005.


                                         DEUTSCHE BANK TRUST COMPANY AMERICAS

                                                  /s/ Annie Jaghatspanyan
                                                  -----------------------
                                              By:     Annie Jaghatspanyan
                                                      Associate





















                                       -5-





                               STATE OF NEW YORK,

                               BANKING DEPARTMENT


         I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION
8005 OF THE BANKING LAW," dated September 16, 1998, providing for an increase in
authorized capital stock from $3,001,666,670 consisting of 200,166,667 shares
with a par value of $10 each designated as Common Stock and 1,000 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each
designated as Common Stock and 1,500 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.

WITNESS, my hand and official seal of the Banking Department at the City of New
York,

          this 25TH day of SEPTEMBER in the Year of our Lord
              ------      -----------
          one thousand nine hundred and NINETY-EIGHT.

                                      Manuel Kursky
                              ------------------------------
                              Deputy Superintendent of Banks










                                    RESTATED
                                  ORGANIZATION
                                   CERTIFICATE
                                       OF
                              BANKERS TRUST COMPANY


                          ----------------------------

                               Under Section 8007
                               Of the Banking Law

                          ----------------------------















                              Bankers Trust Company
                           1301 6th Avenue, 8th Floor
                              New York, N.Y. 10019




Counterpart Filed in the Office of the Superintendent of Banks, State of New
York, August 31, 1998

















                        RESTATED ORGANIZATION CERTIFICATE
                                       OF
                                  BANKERS TRUST
                      Under Section 8007 of the Banking Law

                          -----------------------------


          We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a
Managing Director and an Assistant Secretary and a Vice President and an
Assistant Secretary of BANKERS TRUST COMPANY, do hereby certify:

          1. The name of the corporation is Bankers Trust Company.

          2. The organization certificate of the corporation was filed by the
Superintendent of Banks of the State of New York on March 5, 1903.

          3. The text of the organization certificate, as amended heretofore, is
hereby restated without further amendment or change to read as herein-set forth
in full, to wit:


                          "Certificate of Organization
                                       of
                              Bankers Trust Company

          Know All Men By These Presents That we, the undersigned, James A.
Blair, James G. Cannon, E. C. Converse, Henry P. Davison, Granville W. Garth, A.
Barton Hepburn, Will Logan, Gates W. McGarrah, George W. Perkins, William H.
Porter, John F. Thompson, Albert H. Wiggin, Samuel Woolverton and Edward F. C.
Young, all being persons of full age and citizens of the United States, and a
majority of us being residents of the State of New York, desiring to form a
corporation to be known as a Trust Company, do hereby associate ourselves
together for that purpose under and pursuant to the laws of the State of New
York, and for such purpose we do hereby, under our respective hands and seals,
execute and duly acknowledge this Organization Certificate in duplicate, and
hereby specifically state as follows, to wit:

          I. The name by which the said corporation shall be known is Bankers
Trust Company.

          II. The place where its business is to be transacted is the City of
New York, in the State of New York.

          III. Capital Stock: The amount of capital stock which the corporation
is hereafter to have is Three Billion One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred
Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667)
shares with a par value of $10 each designated as Common Stock and 1,000 shares
with a par value of One Million Dollars ($1,000,000) each designated as Series
Preferred Stock.

          (a) Common Stock

          1. Dividends: Subject to all of the rights of the Series Preferred
Stock, dividends may be declared and paid or set apart for payment upon the
Common Stock out of any assets or funds of the corporation legally available for
the payment of dividends.

          2. Voting Rights: Except as otherwise expressly provided with respect
to the Series Preferred Stock or with respect to any series of the Series
Preferred Stock, the Common Stock shall have





the exclusive right to vote for the election of directors and for all other
purposes, each holder of the Common Stock being entitled to one vote for each
share thereof held.

          3. Liquidation: Upon any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, and after the holders of the
Series Preferred Stock of each series shall have been paid in full the amounts
to which they respectively shall be entitled, or a sum sufficient for the
payment in full set aside, the remaining net assets of the corporation shall be
distributed pro rata to the holders of the Common Stock in accordance with their
respective rights and interests, to the exclusion of the holders of the Series
Preferred Stock.

          4. Preemptive Rights: No holder of Common Stock of the corporation
shall be entitled, as such, as a matter of right, to subscribe for or purchase
any part of any new or additional issue of stock of any class or series
whatsoever, any rights or options to purchase stock of any class or series
whatsoever, or any securities convertible into, exchangeable for or carrying
rights or options to purchase stock of any class or series whatsoever, whether
now or hereafter authorized, and whether issued for cash or other consideration,
or by way of dividend or other distribution.

          (b) Series Preferred Stock

          1. Board Authority: The Series Preferred Stock may be issued from time
to time by the Board of Directors as herein provided in one or more series. The
designations, relative rights, preferences and limitations of the Series
Preferred Stock, and particularly of the shares of each series thereof, may, to
the extent permitted by law, be similar to or may differ from those of any other
series. The Board of Directors of the corporation is hereby expressly granted
authority, subject to the provisions of this Article III, to issue from time to
time Series Preferred Stock in one or more series and to fix from time to time
before issuance thereof, by filing a certificate pursuant to the Banking Law,
the number of shares in each such series of such class and all designations,
relative rights (including the right, to the extent permitted by law, to convert
into shares of any class or into shares of any series of any class), preferences
and limitations of the shares in each such series, including, buy without
limiting the generality of the foregoing, the following:

                  (i) The number of shares to constitute such series (which
         number may at any time, or from time to time, be increased or decreased
         by the Board of Directors, notwithstanding that shares of the series
         may be outstanding at the time of such increase or decrease, unless the
         Board of Directors shall have otherwise provided in creating such
         series) and the distinctive designation thereof;

                  (ii) The dividend rate on the shares of such series, whether
         or not dividends on the shares of such series shall be cumulative, and
         the date or dates, if any, from which dividends thereon shall be
         cumulative;

                  (iii) Whether or not the share of such series shall be
         redeemable, and, if redeemable, the date or dates upon or after which
         they shall be redeemable, the amount or amounts per share (which shall
         be, in the case of each share, not less than its preference upon
         involuntary liquidation, plus an amount equal to all dividends thereon
         accrued and unpaid, whether or not earned or declared) payable thereon
         in the case of the redemption thereof, which amount may vary at
         different redemption dates or otherwise as permitted by law;

                  (iv) The right, if any, of holders of shares of such series to
         convert the same into, or exchange the same for, Common Stock or other
         stock as permitted by law, and the terms and conditions of such
         conversion or exchange, as well as provisions for adjustment of the
         conversion rate in such events as the Board of Directors shall
         determine;

                  (v) The amount per share payable on the shares of such series
         upon the voluntary and involuntary liquidation, dissolution or winding
         up of the corporation;




                  (vi) Whether the holders of shares of such series shall have
         voting power, full or limited, in addition to the voting powers
         provided by law and, in case additional voting powers are accorded, to
         fix the extent thereof; and

                  (vii) Generally to fix the other rights and privileges and any
         qualifications, limitations or restrictions of such rights and
         privileges of such series, provided, however, that no such rights,
         privileges, qualifications, limitations or restrictions shall be in
         conflict with the organization certificate of the corporation or with
         the resolution or resolutions adopted by the Board of Directors
         providing for the issue of any series of which there are shares
         outstanding.

         All shares of Series Preferred Stock of the same series shall be
identical in all respects, except that shares of any one series issued at
different times may differ as to dates, if any, from which dividends thereon may
accumulate. All shares of Series Preferred Stock of all series shall be of equal
rank and shall be identical in all respects except that to the extent not
otherwise limited in this Article III any series may differ from any other
series with respect to any one or more of the designations, relative rights,
preferences and limitations described or referred to in subparagraphs (I) to
(vii) inclusive above.

         2. Dividends: Dividends on the outstanding Series Preferred Stock of
each series shall be declared and paid or set apart for payment before any
dividends shall be declared and paid or set apart for payment on the Common
Stock with respect to the same quarterly dividend period. Dividends on any
shares of Series Preferred Stock shall be cumulative only if and to the extent
set forth in a certificate filed pursuant to law. After dividends on all shares
of Series Preferred Stock (including cumulative dividends if and to the extent
any such shares shall be entitled thereto) shall have been declared and paid or
set apart for payment with respect to any quarterly dividend period, then and
not otherwise so long as any shares of Series Preferred Stock shall remain
outstanding, dividends may be declared and paid or set apart for payment with
respect to the same quarterly dividend period on the Common Stock out the assets
or funds of the corporation legally available therefor.

         All Shares of Series Preferred Stock of all series shall be of equal
rank, preference and priority as to dividends irrespective of whether or not the
rates of dividends to which the same shall be entitled shall be the same and
when the stated dividends are not paid in full, the shares of all series of the
Series Preferred Stock shall share ratably in the payment thereof in accordance
with the sums which would be payable on such shares if all dividends were paid
in full, provided, however, that any two or more series of the Series Preferred
Stock may differ from each other as to the existence and extent of the right to
cumulative dividends, as aforesaid.

         3. Voting Rights: Except as otherwise specifically provided in the
certificate filed pursuant to law with respect to any series of the Series
Preferred Stock, or as otherwise provided by law, the Series Preferred Stock
shall not have any right to vote for the election of directors or for any other
purpose and the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes.

         4. Liquidation: In the event of any liquidation, dissolution or winding
up of the corporation, whether voluntary or involuntary, each series of Series
Preferred Stock shall have preference and priority over the Common Stock for
payment of the amount to which each outstanding series of Series Preferred Stock
shall be entitled in accordance with the provisions thereof and each holder of
Series Preferred Stock shall be entitled to be paid in full such amount, or have
a sum sufficient for the payment in full set aside, before any payments shall be
made to the holders of the Common Stock. If, upon liquidation, dissolution or
winding up of the corporation, the assets of the corporation or proceeds
thereof, distributable among the holders of the shares of all series of the
Series Preferred Stock shall be insufficient to pay in full the preferential
amount aforesaid, then such assets, or the proceeds thereof, shall be
distributed among such holders ratably in accordance with the respective amounts
which would be payable if all amounts payable thereon were paid in full. After
the payment to the holders of Series Preferred Stock of all such amounts to
which they are entitled, as above provided, the remaining assets and funds of
the corporation shall be divided and paid to the holders of the Common Stock.

         5. Redemption: In the event that the Series Preferred Stock of any
series shall be made redeemable as provided in clause (iii) of paragraph 1 of
section (b) of this Article III, the corporation, at the option of the Board of
Directors, may redeem at any time or times, and from time to time, all or any
part of any one or more series of Series Preferred Stock outstanding by paying
for each share the then applicable





redemption price fixed by the Board of Directors as provided herein, plus an
amount equal to accrued and unpaid dividends to the date fixed for redemption,
upon such notice and terms as may be specifically provided in the certificate
filed pursuant to law with respect to the series.

         6. Preemptive Rights: No holder of Series Preferred Stock of the
corporation shall be entitled, as such, as a matter or right, to subscribe for
or purchase any part of any new or additional issue of stock of any class or
series whatsoever, any rights or options to purchase stock of any class or
series whatsoever, or any securities convertible into, exchangeable for or
carrying rights or options to purchase stock of any class or series whatsoever,
whether now or hereafter authorized, and whether issued for cash or other
consideration, or by way of dividend.

         (c) Provisions relating to Floating Rate Non-Cumulative Preferred
Stock, Series A. (Liquidation value $1,000,000 per share.)

         1. Designation: The distinctive designation of the series established
hereby shall be "Floating Rate Non-Cumulative Preferred Stock, Series A"
(hereinafter called "Series A Preferred Stock").

         2. Number: The number of shares of Series A Preferred Stock shall
initially be 250 shares. Shares of Series A Preferred Stock redeemed, purchased
or otherwise acquired by the corporation shall be cancelled and shall revert to
authorized but unissued Series Preferred Stock undesignated as to series.

         3. Dividends:

         (a) Dividend Payments Dates. Holders of the Series A Preferred Stock
shall be entitled to receive non-cumulative cash dividends when, as and if
declared by the Board of Directors of the corporation, out of funds legally
available therefor, from the date of original issuance of such shares (the
"Issue Date") and such dividends will be payable on March 28, June 28, September
28 and December 28 of each year ("Dividend Payment Date") commencing September
28, 1990, at a rate per annum as determined in paragraph 3(b) below. The period
beginning on the Issue Date and ending on the day preceding the first Dividend
Payment Date and each successive period beginning on a Dividend Payment Date and
ending on the date preceding the next succeeding Dividend Payment Date is herein
called a "Dividend Period". If any Dividend Payment Date shall be, in The City
of New York, a Sunday or a legal holiday or a day on which banking institutions
are authorized by law to close, then payment will be postponed to the next
succeeding business day with the same force and effect as if made on the
Dividend Payment Date, and no interest shall accrue for such Dividend Period
after such Dividend Payment Date.

         (b) Dividend Rate. The dividend rate from time to time payable in
respect of Series A Preferred Stock (the "Dividend Rate") shall be determined on
the basis of the following provisions:

         (i) On the Dividend Determination Date, LIBOR will be determined on the
basis of the offered rates for deposits in U.S. dollars having a maturity of
three months commencing on the second London Business Day immediately following
such Dividend Determination Date, as such rates appear on the Reuters Screen
LIBO Page as of 11:00 A.M. London time, on such Dividend Determination Date. If
at least two such offered rates appear on the Reuters Screen LIBO Page, LIBOR in
respect of such Dividend Determination Dates will be the arithmetic mean
(rounded to the nearest one-hundredth of a percent, with five one-thousandths of
a percent rounded upwards) of such offered rates. If fewer than those offered
rates appear, LIBOR in respect of such Dividend Determination Date will be
determined as described in paragraph (ii) below.

         (ii) On any Dividend Determination Date on which fewer than those
offered rates for the applicable maturity appear on the Reuters Screen LIBO Page
as specified in paragraph (I) above, LIBOR will be determined on the basis of
the rates at which deposits in U.S. dollars having a maturity of three months
commencing on the second London Business Day immediately following such Dividend
Determination Date and in a principal amount of not less than $1,000,000 that is
representative of a single transaction in such market at such time are offered
by three major banks in the London interbank market selected by the corporation
at approximately 11:00 A.M., London time, on such Dividend Determination Date to
prime banks in the London market. The corporation will request the principal
London office of each of such banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR in respect of such Dividend
Determination Date will be the arithmetic mean (rounded to the nearest
one-hundredth of a





percent, with five one-thousandths of a percent rounded upwards) of such
quotations. If fewer than two quotations are provided, LIBOR in respect of such
Dividend Determination Date will be the arithmetic mean (rounded to the nearest
one-hundredth of a percent, with five one-thousandths of a percent rounded
upwards) of the rates quoted by three major banks in New York City selected by
the corporation at approximately 11:00 A.M., New York City time, on such
Dividend Determination Date for loans in U.S. dollars to leading European banks
having a maturity of three months commencing on the second London Business Day
immediately following such Dividend Determination Date and in a principal amount
of not less than $1,000,000 that is representative of a single transaction in
such market at such time; provided, however, that if the banks selected as
aforesaid by the corporation are not quoting as aforementioned in this sentence,
then, with respect to such Dividend Period, LIBOR for the preceding Dividend
Period will be continued as LIBOR for such Dividend Period.

         (ii) The Dividend Rate for any Dividend Period shall be equal to the
lower of 18% or 50 basis points above LIBOR for such Dividend Period as LIBOR is
determined by sections (I) or (ii) above.

As used above, the term "Dividend Determination Date" shall mean, with respect
to any Dividend Period, the second London Business Day prior to the commencement
of such Dividend Period; and the term "London Business Day" shall mean any day
that is not a Saturday or Sunday and that, in New York City, is not a day on
which banking institutions generally are authorized or required by law or
executive order to close and that is a day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.

         4. Voting Rights: The holders of the Series A Preferred Stock shall
have the voting power and rights set forth in this paragraph 4 and shall have no
other voting power or rights except as otherwise may from time to time be
required by law.

         So long as any shares of Series A Preferred Stock remain outstanding,
the corporation shall not, without the affirmative vote or consent of the
holders of at least a majority of the votes of the Series Preferred Stock
entitled to vote outstanding at the time, given in person or by proxy, either in
writing or by resolution adopted at a meeting at which the holders of Series A
Preferred Stock (alone or together with the holders of one or more other series
of Series Preferred Stock at the time outstanding and entitled to vote) vote
separately as a class, alter the provisions of the Series Preferred Stock so as
to materially adversely affect its rights; provided, however, that in the event
any such materially adverse alteration affects the rights of only the Series A
Preferred Stock, then the alteration may be effected with the vote or consent of
at least a majority of the votes of the Series A Preferred Stock; provided,
further, that an increase in the amount of the authorized Series Preferred Stock
and/or the creation and/or issuance of other series of Series Preferred Stock in
accordance with the organization certificate shall not be, nor be deemed to be,
materially adverse alterations. In connection with the exercise of the voting
rights contained in the preceding sentence, holders of all series of Series
Preferred Stock which are granted such voting rights (of which the Series A
Preferred Stock is the initial series) shall vote as a class (except as
specifically provided otherwise) and each holder of Series A Preferred Stock
shall have one vote for each share of stock held and each other series shall
have such number of votes, if any, for each share of stock held as may be
granted to them.

         The foregoing voting provisions will not apply if, in connection with
the matters specified, provision is made for the redemption or retirement of all
outstanding Series A Preferred Stock.

         5. Liquidation: Subject to the provisions of section (b) of this
Article III, upon any liquidation, dissolution or winding up of the corporation,
whether voluntary or involuntary, the holders of the Series A Preferred Stock
shall have preference and priority over the Common Stock for payment out of the
assets of the corporation or proceeds thereof, whether from capital or surplus,
of $1,000,000 per share (the "liquidation value") together with the amount of
all dividends accrued and unpaid thereon, and after such payment the holders of
Series A Preferred Stock shall be entitled to no other payments.

         6. Redemption: Subject to the provisions of section (b) of this Article
III, Series A Preferred Stock may be redeemed, at the option of the corporation
in whole or part, at any time or from time to time at a redemption price of
$1,000,000 per share, in each case plus accrued and unpaid dividends to the date
of redemption.





         At the option of the corporation, shares of Series A Preferred Stock
redeemed or otherwise acquired may be restored to the status of authorized but
unissued shares of Series Preferred Stock.

         In the case of any redemption, the corporation shall give notice of
such redemption to the holders of the Series A Preferred Stock to be redeemed in
the following manner: a notice specifying the shares to be redeemed and the time
and place of redemption (and, if less than the total outstanding shares are to
be redeemed, specifying the certificate numbers and number of shares to be
redeemed) shall be mailed by first class mail, addressed to the holders of
record of the Series A Preferred Stock to be redeemed at their respective
addresses as the same shall appear upon the books of the corporation, not more
than sixty (60) days and not less than thirty (30) days previous to the date
fixed for redemption. In the event such notice is not given to any shareholder
such failure to give notice shall not affect the notice given to other
shareholders. If less than the whole amount of outstanding Series A Preferred
Stock is to be redeemed, the shares to be redeemed shall be selected by lot or
pro rata in any manner determined by resolution of the Board of Directors to be
fair and proper. From and after the date fixed in any such notice as the date of
redemption (unless default shall be made by the corporation in providing moneys
at the time and place of redemption for the payment of the redemption price) all
dividends upon the Series A Preferred Stock so called for redemption shall cease
to accrue, and all rights of the holders of said Series A Preferred Stock as
stockholders in the corporation, except the right to receive the redemption
price (without interest) upon surrender of the certificate representing the
Series A Preferred Stock so called for redemption, duly endorsed for transfer,
if required, shall cease and terminate. The corporation's obligation to provide
moneys in accordance with the preceding sentence shall be deemed fulfilled if,
on or before the redemption date, the corporation shall deposit with a bank or
trust company (which may be an affiliate of the corporation) having an office in
the Borough of Manhattan, City of New York, having a capital and surplus of at
least $5,000,000 funds necessary for such redemption, in trust with irrevocable
instructions that such funds be applied to the redemption of the shares of
Series A Preferred Stock so called for redemption. Any interest accrued on such
funds shall be paid to the corporation from time to time. Any funds so deposited
and unclaimed at the end of two (2) years from such redemption date shall be
released or repaid to the corporation, after which the holders of such shares of
Series A Preferred Stock so called for redemption shall look only to the
corporation for payment of the redemption price.

             IV. The name, residence and post office address of each member of
the corporation are as follows:

      Name             RESIDENCE                       POST OFFICE ADDRESS
      ----

James A. Blair         9 West 50th Street,             33 Wall Street,
                        Manhattan, New York City        Manhattan, New York City

James G. Cannon        72 East 54th Street,            14 Nassau Street,
                        Manhattan, New York City        Manhattan, New York City

E. C. Converse         3 East 78th Street,             139 Broadway,
                        Manhattan, New York City        Manhattan, New York City

Henry P. Davison       Englewood,                      2 Wall Street,
                         New Jersey                      Manhattan, New York City

Granville W. Garth     160 West 57th Street,           33 Wall Street
                        Manhattan, New York City        Manhattan, New York City

A. Barton Hepburn      205 West 57th Street            83 Cedar Street
                        Manhattan, New York City        Manhattan, New York City

William Logan          Montclair,                      13 Nassau Street
                        New Jersey                      Manhattan, New York City

George W. Perkins      Riverdale,                      23 Wall Street,
                        New York                        Manhattan, New York City




William H. Porter      56 East 67th Street             270 Broadway,
                        Manhattan, New York City        Manhattan, New York City

John F. Thompson       Newark,                         143 Liberty Street,
                        New Jersey                      Manhattan, New York City

Albert H. Wiggin       42 West 49th Street,            214 Broadway,
                        Manhattan, New York City        Manhattan, New York City

Samuel Woolverton      Mount Vernon,                   34 Wall Street,
                        New York                        Manhattan, New York City

Edward F.C. Young      85 Glenwood Avenue,             1 Exchange Place,
                        Jersey City, New Jersey         Jersey City, New Jersey




         V. The existence of the corporation shall be perpetual.

         VI. The subscribers, the members of the said corporation, do, and each
for himself does, hereby declare that he will accept the responsibilities and
faithfully discharge the duties of a director therein, if elected to act as
such, when authorized accordance with the provisions of the Banking Law of the
State of New York.

         VII. The number of directors of the corporation shall not be less than
10 nor more than 25."

         4. The foregoing restatement of the organization certificate was
authorized by the Board of Directors of the corporation at a meeting held on
July 21, 1998.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
6th day of August, 1998.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
6th day of August, 1998.



                                        James T. Byrne, Jr.
                                    --------------------------------
                                        James T. Byrne, Jr.
                                    Managing Director and Secretary


                                        Lea Lahtinen
                                    --------------------------------
                                        Lea Lahtinen
                                    Vice President and Assistant Secretary


                                        Lea Lahtinen
                                    --------------------------------
                                        Lea Lahtinen








State of New York          )
                           )  ss:
County of New York         )





         Lea Lahtinen, being duly sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                          Lea Lahtinen
                                    --------------------------------
                                          Lea Lahtinen


Sworn to before me this 6th day of August, 1998.




         Sandra L. West
- --------------------------
         Notary Public

         SANDRA L. WEST
   Notary Public State of New York
         No. 31-4942101
     Qualified in New York County
Commission Expires September 19, 1998










                               STATE OF NEW YORK,

                               BANKING DEPARTMENT



         I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "RESTATED ORGANIZATION
CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION 8007 OF THE BANKING LAW,"
dated August 6, 1998, providing for the restatement of the Organization
Certificate and all amendments into a single certificate.




WITNESS, my hand and official seal of the Banking Department at the City of New
York,

               this 31ST day of AUGUST in the Year of our Lord one thousand nine
                   ------      --------
               hundred and NINETY-EIGHT.



                                                   Manuel Kursky
                                           ------------------------------
                                           DEPUTY Superintendent of Banks






                            CERTIFICATE OF AMENDMENT

                                     OF THE

                            ORGANIZATION CERTIFICATE




                                OF BANKERS TRUST

                      Under Section 8005 of the Banking Law


                          -----------------------------

         We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and Secretary and a Vice President and an Assistant Secretary of
Bankers Trust Company, do hereby certify:

         1. The name of the corporation is Bankers Trust Company.

         2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.

         3. The organization certificate as heretofore amended is hereby amended
to increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.

         4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

         "III. The amount of capital stock which the corporation is hereafter to
         have is Three Billion, One Million, Six Hundred Sixty-Six Thousand, Six
         Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred
         Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
         (200,166,667) shares with a par value of $10 each designated as Common
         Stock and 1000 shares with a par value of One Million Dollars
         ($1,000,000) each designated as Series Preferred Stock."

is hereby amended to read as follows:

         "III. The amount of capital stock which the corporation is hereafter to
         have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six
         Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into
         Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred
         Sixty-Seven (200,166,667) shares with a par value of $10 each
         designated as Common Stock and 1500 shares with a par value of One
         Million Dollars ($1,000,000) each designated as Series Preferred
         Stock."






         5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
25th day of September, 1998


                                           James T. Byrne, Jr.
                                       --------------------------------------
                                           James T. Byrne, Jr.
                                       Managing Director and Secretary


                                           Lea Lahtinen
                                       --------------------------------------
                                           Lea Lahtinen
                                       Vice President and Assistant Secretary

State of New York          )
                           )  ss:
County of New York         )

         Lea Lahtinen, being fully sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                            Lea Lahtinen
                                       --------------------------------------
                                            Lea Lahtinen

Sworn to before me this 25th day of September, 1998



         Sandra L. West
- -------------------------
         Notary Public


         SANDRA L. WEST
   Notary Public State of New York
         No. 31-4942101
    Qualified in New York County
Commission Expires September 19, 2000








                               STATE OF NEW YORK,

                               BANKING DEPARTMENT


         I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of
New York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION
8005 OF THE BANKING LAW," dated December 16, 1998, providing for an increase in
authorized capital stock from $3,501,666,670 consisting of 200,166,667 shares
with a par value of $10 each designated as Common Stock and 1,500 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$3,627,308,670 consisting of 212,730,867 shares with a par value of $10 each
designated as Common Stock and 1,500 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.

WITNESS, my hand and official seal of the Banking Department at the City of New
York,
                this 18TH day of DECEMBER in the Year of our Lord one
                    ------      ----------
                thousand nine hundred and NINETY-EIGHT.

                                        P. Vincent Conlon
                                  ---------------------------------
                                  Deputy Superintendent of Banks









                            CERTIFICATE OF AMENDMENT

                                     OF THE

                            ORGANIZATION CERTIFICATE

                                OF BANKERS TRUST

                      Under Section 8005 of the Banking Law

                          -----------------------------

         We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and Secretary and a Vice President and an Assistant Secretary of
Bankers Trust Company, do hereby certify:

         1. The name of the corporation is Bankers Trust Company.

         2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.

         3. The organization certificate as heretofore amended is hereby amended
to increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.

         4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

         "III. The amount of capital stock which the corporation is hereafter to
         have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six
         Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into
         Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred
         Sixty-Seven (200,166,667) shares with a par value of $10 each
         designated as Common Stock and 1500 shares with a par value of One
         Million Dollars ($1,000,000) each designated as Series Preferred
         Stock."

is hereby amended to read as follows:

         "III. The amount of capital stock which the corporation is hereafter to
         have is Three Billion, Six Hundred Twenty-Seven Million, Three Hundred
         Eight Thousand, Six Hundred Seventy Dollars ($3,627,308,670), divided
         into Two Hundred Twelve Million, Seven Hundred Thirty Thousand, Eight
         Hundred Sixty-Seven (212,730,867) shares with a par value of $10 each
         designated as Common Stock and 1500 shares with a par value of One
         Million Dollars ($1,000,000) each designated as Series Preferred
         Stock."






         5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
16th day of December, 1998


                                              James T. Byrne, Jr.
                                          ----------------------------------
                                              James T. Byrne, Jr.
                                          Managing Director and Secretary


                                              Lea Lahtinen
                                          -----------------------------------
                                              Lea Lahtinen
                                          Vice President and Assistant Secretary

State of New York          )
                           )  ss:
County of New York         )

         Lea Lahtinen, being fully sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                              Lea Lahtinen
                                           ----------------------------------
                                              Lea Lahtinen

Sworn to before me this 16th day
of  December, 1998



         Sandra L. West
- -------------------------
         Notary Public

         SANDRA L. WEST
 Notary Public State of New York
         No. 31-4942101
  Qualified in New York County
Commission Expires September 19, 2000




                              BANKERS TRUST COMPANY

                        ASSISTANT SECRETARY'S CERTIFICATE


I, Lea Lahtinen, Vice President and Assistant Secretary of Bankers Trust
Company, a corporation duly organized and existing under the laws of the State
of New York, the




United States of America, do hereby certify that attached copy of the
Certificate of Amendment of the Organization Certificate of Bankers Trust
Company, dated February 27, 2002, providing for a change of name of Bankers
Trust Company to Deutsche Bank Trust Company Americas and approved by the New
York State Banking Department on March 14, 2002 to effective on April 15, 2002,
is a true and correct copy of the original Certificate of Amendment of the
Organization Certificate of Bankers Trust Company on file in the Banking
Department, State of New York.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of Bankers
Trust Company this 4th day of April, 2002.

[SEAL]

                          /s/ Lea Lahtinen
                         -------------------------------------------------
                         Lea Lahtinen, Vice President and Assistant Secretary
                         Bankers Trust Company


State of New York     )
                      )    ss.:
County of New York    )

On the 4th day of April in the year 2002 before me, the undersigned, a Notary
Public in and for said state, personally appeared Lea Lahtinen, personally known
to me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me that
she executed the same in her capacity, and that by her signature on the
instrument, the individual, or the person on behalf of which the individual
acted, executed the instrument.



 /s/ Sonja K. Olsen
- -----------------------------
Notary Public

                                 SONJA K. OLSEN
                        Notary Public, State of New York
                                 No. 01OL4974457
                          Qualified in New York County
                      Commission Expires November 13, 2002











                               State of New York,

                               Banking Department



I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York,
DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF AMENDMENT OF
THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY under Section 8005 of the
Banking Law" dated February 27, 2002, providing for a change of name of BANKERS
TRUST COMPANY to DEUTSCHE BANK TRUST COMPANY AMERICAS.













Witness, my hand and official seal of the Banking Department at the City of New
York,

                             this 14th day of March two thousand and two.

                                  /s/ P. Vincent Conlon
                                 ----------------------------------
                                 Deputy Superintendent of Banks

















                            CERTIFICATE OF AMENDMENT

                                     OF THE

                            ORGANIZATION CERTIFICATE

                                       OF

                              BANKERS TRUST COMPANY

                      Under Section 8005 of the Banking Law

                                -----------------

We, James T. Byrne Jr., and Lea Lahtinen, being respectively the Secretary, and
Vice President and an Assistant Secretary of Bankers Trust Company, do hereby
certify:

1. The name of corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th day of March, 1903.

3. Pursuant to Section 8005 of the Banking Law, attached hereto as Exhibit A is
a certificate issued by the State of New York, Banking Department listing all of
the amendments to the Organization Certificate of Bankers Trust Company since
its organization that have been filed in the Office of the Superintendent of
Banks.

4. The organization certificate as heretofore amended is hereby amended to
change the name of Bankers Trust Company to Deutsche Bank Trust Company Americas
to be effective on April 15, 2002.

5. The first paragraph number 1 of the organization of Bankers Trust Company
with the reference to the name of the Bankers Trust Company, which reads as
follows:

                "1. The name of the corporation is Bankers Trust
                Company."

is hereby amended to read as follows effective on April 15, 2002:

                "1. The name of the corporation is Deutsche Bank Trust
                Company Americas."





                                      -2-

6. The foregoing amendment of the organization certificate was authorized by
unanimous written consent signed by the holder of all outstanding shares
entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 27th day
of February, 2002.

                                  /s/ James T. Byrne Jr.
                                 -----------------------------------
                                        James T. Byrne Jr.
                                        Secretary



                                  /s/ Lea Lahtinen
                                 -------------------------------------
                                        Lea Lahtinen
                                        Vice President and Assistant Secretary



State of New York    )
                     )     ss.:
County of New York   )

Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President
and an Assistant Secretary of Bankers Trust Company, the corporation described
in the foregoing certificate; that she has read the foregoing certificate and
knows the contents thereof, and that the statements therein contained are true.

                                                /s/ Lea Lahtinen
                                               ----------------------------
                                                      Lea Lahtinen

Sworn to before me this 27th day
of February, 2002


 /s/ Sandra L. West
- ---------------------------------------
Notary Public

                                 SANDRA L. WEST
                        Notary Public, State of New York
                                 No. 01WE4942401
                          Qualified in New York County
                      Commission Expires September 19, 2002







                                      -1-
                                                                       EXHIBIT A

                                State of New York

                               Banking Department



I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York,
DO HEREBY CERTIFY:

THAT, the records in the Office of the Superintendent of Banks indicate that
BANKERS TRUST COMPANY is a corporation duly organized and existing under the
laws of the State of New York as a trust company, pursuant to Article III of the
Banking Law; and

THAT, the Organization Certificate of BANKERS TRUST COMPANY was filed in the
Office of the Superintendent of Banks on March 5, 1903, and such corporation was
authorized to commence business on March 24, 1903; and

THAT, the following amendments to its Organization Certificate have been filed
in the Office of the Superintendent of Banks as of the dates specified:

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in number of directors - filed on
                  January 14, 1905

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in capital stock - filed on August
                  4, 1909

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in number of directors - filed on
                  February 1, 1911

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in number of directors - filed on
                  June 17, 1911

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in capital stock - filed on August
                  8, 1911

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in number of directors - filed on
                  August 8, 1911

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in capital stock - filed on March
                  21, 1912

                  Certificate of Amendment of Certificate of Incorporation
                  providing for a decrease in number of directors - filed on
                  January 15, 1915


                                      -2-

                  Certificate of Amendment of Certificate of Incorporation
                  providing for a decrease in number of directors - filed on
                  December 18, 1916

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in capital stock - filed on April
                  20, 1917

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in number of directors - filed on
                  April 20, 1917

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in capital stock - filed on December
                  28, 1918

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in capital stock - filed on December
                  4, 1919

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in number of directors - filed on
                  January 15, 1926

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in capital stock - filed on June 12,
                  1928

                  Certificate of Amendment of Certificate of Incorporation
                  providing for a change in shares - filed on April 4, 1929

                  Certificate of Amendment of Certificate of Incorporation
                  providing for a minimum and maximum number of directors -
                  filed on January 11, 1934

                  Certificate of Extension to perpetual - filed on January 13,
                  1941

                  Certificate of Amendment of Certificate of Incorporation
                  providing for a minimum and maximum number of directors -
                  filed on January 13, 1941

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in capital stock - filed on December
                  11, 1944

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in capital stock - filed January 30,
                  1953

                  Restated Certificate of Incorporation - filed November 6, 1953

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in capital stock - filed on April 8,
                  1955



                                      -3-

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in capital stock - filed on February
                  1, 1960

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in capital stock - filed on July 14,
                  1960

                  Certificate of Amendment of Certificate of Incorporation
                  providing for a change in shares - filed on September 30, 1960

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in capital stock - filed on January
                  26, 1962

                  Certificate of Amendment of Certificate of Incorporation
                  providing for a change in shares - filed on September 9, 1963

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in capital stock - filed on February
                  7, 1964

                  Certificate of Amendment of Certificate of Incorporation
                  providing for an increase in capital stock - filed on February
                  24, 1965

                  Certificate of Amendment of the Organization Certificate
                  providing for a decrease in capital stock - filed January 24,
                  1967

                  Restated Organization Certificate - filed June 1, 1971

                  Certificate of Amendment of the Organization Certificate
                  providing for an increase in capital stock - filed October 29,
                  1976

                  Certificate of Amendment of the Organization Certificate
                  providing for an increase in capital stock - filed December
                  22, 1977

                  Certificate of Amendment of the Organization Certificate
                  providing for an increase in capital stock - filed August 5,
                  1980

                  Restated Organization Certificate - filed July 1, 1982

                  Certificate of Amendment of the Organization Certificate
                  providing for an increase in capital stock - filed December
                  27, 1984

                  Certificate of Amendment of the Organization Certificate
                  providing for an increase in capital stock - filed September
                  18, 1986



                                      -4-

                  Certificate of Amendment of the Organization Certificate
                  providing for a minimum and maximum number of directors -
                  filed January 22, 1990

                  Certificate of Amendment of the Organization Certificate
                  providing for an increase in capital stock - filed June 28,
                  1990

                  Restated Organization Certificate - filed August 20, 1990

                  Certificate of Amendment of the Organization Certificate
                  providing for an increase in capital stock - filed June 26,
                  1992

                  Certificate of Amendment of the Organization Certificate
                  providing for an increase in capital stock - filed March 28,
                  1994

                  Certificate of Amendment of the Organization Certificate
                  providing for an increase in capital stock - filed June 23,
                  1995

                  Certificate of Amendment of the Organization Certificate
                  providing for an increase in capital stock - filed December
                  27, 1995

                  Certificate of Amendment of the Organization Certificate
                  providing for an increase in capital stock - filed March 21,
                  1996

                  Certificate of Amendment of the Organization Certificate
                  providing for an increase in capital stock - filed December
                  27, 1996

                  Certificate of Amendment to the Organization Certificate
                  providing for an increase in capital stock - filed June 27,
                  1997

                  Certificate of Amendment of the Organization Certificate
                  providing for an increase in capital stock - filed September
                  26, 1997

                  Certificate of Amendment of the Organization Certificate
                  providing for an increase in capital stock - filed December
                  29, 1997

                  Certificate of Amendment of the Organization Certificate
                  providing for an increase in capital stock - filed March 26,
                  1998

                  Certificate of Amendment of the Organization Certificate
                  providing for an increase in capital stock - filed June 23,
                  1998



                                      -5-

                  Restated Organization Certificate - filed August 31, 1998

                  Certificate of Amendment of the Organization Certificate
                  providing for an increase in capital stock - filed September
                  25, 1998

                  Certificate of Amendment of the Organization Certificate
                  providing for an increase in capital stock - filed December
                  18, 1998; and

                  Certificate of Amendment of the Organization Certificate
                  providing for a change in the number of directors - filed
                  September 3, 1999; and


THAT, no amendments to its Restated Organization Certificate have been filed in
the Office of the Superintendent of Banks except those set forth above; and
attached hereto; and

I DO FURTHER CERTIFY THAT, BANKERS TRUST COMPANY is validly existing as a
banking organization with its principal office and place of business located at
130 Liberty Street, New York, New York.

WITNESS, my hand and official seal of the Banking Department at the City of New
York this 16th day of October in the Year Two Thousand and One.




                                           /s/ P. Vincent Conlon
                                          -----------------------------
                                          Deputy Superintendent of Banks













                                      -6-

                      DEUTSCHE BANK TRUST COMPANY AMERICAS



                                     BY-LAWS



                                 APRIL 15, 2002


                      DEUTSCHE BANK TRUST COMPANY AMERICAS

                                    NEW YORK


















                                      -7-

                                     BY-LAWS
                                       OF

                      DEUTSCHE BANK TRUST COMPANY AMERICAS

                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS


SECTION 1. The annual meeting of the stockholders of this Company shall be held
at the office of the Company in the Borough of Manhattan, City of New York, in
January of each year, for the election of directors and such other business as
may properly come before said meeting.

SECTION 2. Special meetings of stockholders other than those regulated by
statute may be called at any time by a majority of the directors. It shall be
the duty of the Chairman of the Board, the Chief Executive Officer, the
President or any Co-President to call such meetings whenever requested in
writing to do so by stockholders owning a majority of the capital stock.

SECTION 3. At all meetings of stockholders, there shall be present, either in
person or by proxy, stockholders owning a majority of the capital stock of the
Company, in order to constitute a quorum, except at special elections of
directors, as provided by law, but less than a quorum shall have power to
adjourn any meeting.

SECTION 4. The Chairman of the Board or, in his absence, the Chief Executive
Officer or, in his absence, the President or any Co-President or, in their
absence, the senior officer present, shall preside at meetings of the
stockholders and shall direct the proceedings and the order of business. The
Secretary shall act as secretary of such meetings and record the proceedings.

                                   ARTICLE II

                                    DIRECTORS

SECTION 1. The affairs of the Company shall be managed and its corporate powers
exercised by a Board of Directors consisting of such number of directors, but
not less than seven nor more than fifteen, as may from time to time be fixed by
resolution adopted by a majority of the directors then in office, or by the
stockholders. In the event of any increase in the number of directors,
additional directors may be elected within the limitations so fixed, either by
the stockholders or within the limitations imposed by law, by a majority of
directors then in office. One-third of the number of directors, as fixed from
time to time, shall constitute a quorum. Any one or more members of the Board of
Directors or any Committee thereof may participate in a meeting of the Board of
Directors or Committee thereof by means of a conference telephone, video
conference or similar communications equipment which allows all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at such a meeting.

All directors hereafter elected shall hold office until the next annual meeting
of the stockholders and until their successors are elected and have qualified.





                                      -8-

No Officer-Director who shall have attained age 65, or earlier relinquishes his
responsibilities and title, shall be eligible to serve as a director.

SECTION 2. Vacancies not exceeding one-third of the whole number of the Board of
Directors may be filled by the affirmative vote of a majority of the directors
then in office, and the directors so elected shall hold office for the balance
of the unexpired term.

SECTION 3. The Chairman of the Board shall preside at meetings of the Board of
Directors. In his absence, the Chief Executive Officer or, in his absence the
President or any Co-President or, in their absence such other director as the
Board of Directors from time to time may designate shall preside at such
meetings.

SECTION 4. The Board of Directors may adopt such Rules and Regulations for the
conduct of its meetings and the management of the affairs of the Company as it
may deem proper, not inconsistent with the laws of the State of New York, or
these By-Laws, and all officers and employees shall strictly adhere to, and be
bound by, such Rules and Regulations.

SECTION 5. Regular meetings of the Board of Directors shall be held from time to
time provided, however, that the Board of Directors shall hold a regular meeting
not less than six times a year, provided that during any three consecutive
calendar months the Board of Directors shall meet at least once, and its
Executive Committee shall not be required to meet at least once in each thirty
day period during which the Board of Directors does not meet. Special meetings
of the Board of Directors may be called upon at least two day's notice whenever
it may be deemed proper by the Chairman of the Board or, the Chief Executive
Officer or, the President or any Co-President or, in their absence, by such
other director as the Board of Directors may have designated pursuant to Section
3 of this Article, and shall be called upon like notice whenever any three of
the directors so request in writing.

SECTION 6. The compensation of directors as such or as members of committees
shall be fixed from time to time by resolution of the Board of Directors.


                                   ARTICLE III

                                   COMMITTEES

SECTION 1. There shall be an Executive Committee of the Board consisting of not
less than five directors who shall be appointed annually by the Board of
Directors. The Chairman of the Board shall preside at meetings of the Executive
Committee. In his absence, the Chief Executive Officer or, in his absence, the
President or any Co-President or, in their absence, such other member of the
Committee as the Committee from time to time may designate shall preside at such
meetings.

The Executive Committee shall possess and exercise to the extent permitted by
law all of the powers of the Board of Directors, except when the latter is in
session, and shall keep minutes of its proceedings, which shall be presented to
the Board of Directors at its next subsequent meeting. All acts done and powers
and authority conferred by the Executive Committee from time to time shall be
and be deemed to be, and may be certified as being, the act and under the
authority of the Board of Directors.




                                      -9-

A majority of the Committee shall constitute a quorum, but the Committee may act
only by the concurrent vote of not less than one-third of its members, at least
one of who must be a director other than an officer. Any one or more directors,
even though not members of the Executive Committee, may attend any meeting of
the Committee, and the member or members of the Committee present, even though
less than a quorum, may designate any one or more of such directors as a
substitute or substitutes for any absent member or members of the Committee, and
each such substitute or substitutes shall be counted for quorum, voting, and all
other purposes as a member or members of the Committee.

SECTION 2. There shall be an Audit Committee appointed annually by resolution
adopted by a majority of the entire Board of Directors which shall consist of
such number of directors, who are not also officers of the Company, as may from
time to time be fixed by resolution adopted by the Board of Directors. The
Chairman shall be designated by the Board of Directors, who shall also from time
to time fix a quorum for meetings of the Committee. Such Committee shall conduct
the annual directors' examinations of the Company as required by the New York
State Banking Law; shall review the reports of all examinations made of the
Company by public authorities and report thereon to the Board of Directors; and
shall report to the Board of Directors such other matters as it deems advisable
with respect to the Company, its various departments and the conduct of its
operations.

In the performance of its duties, the Audit Committee may employ or retain, from
time to time, expert assistants, independent of the officers or personnel of the
Company, to make studies of the Company's assets and liabilities as the
Committee may request and to make an examination of the accounting and auditing
methods of the Company and its system of internal protective controls to the
extent considered necessary or advisable in order to determine that the
operations of the Company, including its fiduciary departments, are being
audited by the General Auditor in such a manner as to provide prudent and
adequate protection. The Committee also may direct the General Auditor to make
such investigation as it deems necessary or advisable with respect to the
Company, its various departments and the conduct of its operations. The
Committee shall hold regular quarterly meetings and during the intervals thereof
shall meet at other times on call of the Chairman.

SECTION 3. The Board of Directors shall have the power to appoint any other
Committees as may seem necessary, and from time to time to suspend or continue
the powers and duties of such Committees. Each Committee appointed pursuant to
this Article shall serve at the pleasure of the Board of Directors.




                                      -10-

                                   ARTICLE IV

                                    OFFICERS

SECTION 1. The Board of Directors shall elect from among their number a Chairman
of the Board and a Chief Executive Officer; and shall also elect a President, or
two or more Co-Presidents, and may also elect, one or more Vice Chairmen, one or
more Executive Vice Presidents, one or more Managing Directors, one or more
Senior Vice Presidents, one or more Directors, one or more Vice Presidents, one
or more General Managers, a Secretary, a Controller, a Treasurer, a General
Counsel, a General Auditor, a General Credit Auditor, who need not be directors.
The officers of the corporation may also include such other officers or
assistant officers as shall from time to time be elected or appointed by the
Board. The Chairman of the Board or the Chief Executive Officer or, in their
absence, the President or any Co-President, or any Vice Chairman, may from time
to time appoint assistant officers. All officers elected or appointed by the
Board of Directors shall hold their respective offices during the pleasure of
the Board of Directors, and all assistant officers shall hold office at the
pleasure of the Board or the Chairman of the Board or the Chief Executive
Officer or, in their absence, the President, or any Co-President or any Vice
Chairman. The Board of Directors may require any and all officers and employees
to give security for the faithful performance of their duties.

SECTION 2. The Board of Directors shall designate the Chief Executive Officer of
the Company who may also hold the additional title of Chairman of the Board, or
President, or any Co-President, and such person shall have, subject to the
supervision and direction of the Board of Directors or the Executive Committee,
all of the powers vested in such Chief Executive Officer by law or by these
By-Laws, or which usually attach or pertain to such office. The other officers
shall have, subject to the supervision and direction of the Board of Directors
or the Executive Committee or the Chairman of the Board or, the Chief Executive
Officer, the powers vested by law or by these By-Laws in them as holders of
their respective offices and, in addition, shall perform such other duties as
shall be assigned to them by the Board of Directors or the Executive Committee
or the Chairman of the Board or the Chief Executive Officer.

The General Auditor shall be responsible, through the Audit Committee, to the
Board of Directors for the determination of the program of the internal audit
function and the evaluation of the adequacy of the system of internal controls.
Subject to the Board of Directors, the General Auditor shall have and may
exercise all the powers and shall perform all the duties usual to such office
and shall have such other powers as may be prescribed or assigned to him from
time to time by the Board of Directors or vested in him by law or by these
By-Laws. He shall perform such other duties and shall make such investigations,
examinations and reports as may be prescribed or required by the Audit
Committee. The General Auditor shall have unrestricted access to all records and
premises of the Company and shall delegate such authority to his subordinates.
He shall have the duty to report to the Audit Committee on all matters
concerning the internal audit program and the adequacy of the system of internal
controls of the Company which he deems advisable or which the Audit Committee
may request. Additionally, the General Auditor shall have the duty of reporting
independently of all officers of the Company to the Audit Committee at least
quarterly on any matters concerning the internal audit program and the adequacy
of the system of internal controls of the Company that should be brought to the
attention of the directors except those matters responsibility for which has
been vested in the General Credit Auditor. Should the General Auditor deem any
matter to be of special immediate importance, he shall report thereon forthwith




                                      -11-

to the Audit Committee. The General Auditor shall report to the Chief Financial
Officer only for administrative purposes.

The General Credit Auditor shall be responsible to the Chief Executive Officer
and, through the Audit Committee, to the Board of Directors for the systems of
internal credit audit, shall perform such other duties as the Chief Executive
Officer may prescribe, and shall make such examinations and reports as may be
required by the Audit Committee. The General Credit Auditor shall have
unrestricted access to all records and may delegate such authority to
subordinates.

SECTION 3. The compensation of all officers shall be fixed under such plan or
plans of position evaluation and salary administration as shall be approved from
time to time by resolution of the Board of Directors.

SECTION 4. The Board of Directors, the Executive Committee, the Chairman of the
Board, the Chief Executive Officer or any person authorized for this purpose by
the Chief Executive Officer, shall appoint or engage all other employees and
agents and fix their compensation. The employment of all such employees and
agents shall continue during the pleasure of the Board of Directors or the
Executive Committee or the Chairman of the Board or the Chief Executive Officer
or any such authorized person; and the Board of Directors, the Executive
Committee, the Chairman of the Board, the Chief Executive Officer or any such
authorized person may discharge any such employees and agents at will.


                                    ARTICLE V

                INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 1. The Company shall, to the fullest extent permitted by Section 7018 of
the New York Banking Law, indemnify any person who is or was made, or threatened
to be made, a party to an action or proceeding, whether civil or criminal,
whether involving any actual or alleged breach of duty, neglect or error, any
accountability, or any actual or alleged misstatement, misleading statement or
other act or omission and whether brought or threatened in any court or
administrative or legislative body or agency, including an action by or in the
right of the Company to procure a judgment in its favor and an action by or in
the right of any other corporation of any type or kind, domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of the Company is servicing or served
in any capacity at the request of the Company by reason of the fact that he, his
testator or intestate, is or was a director or officer of the Company, or is
serving or served such other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity, against judgments,
fines, amounts paid in settlement, and costs, charges and expenses, including
attorneys' fees, or any appeal therein; provided, however, that no
indemnification shall be provided to any such person if a judgment or other
final adjudication adverse to the director or officer establishes that (i) his
acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.

SECTION 2. The Company may indemnify any other person to whom the Company is
permitted to provide indemnification or the advancement of expenses by
applicable law, whether pursuant to





                                      -12-

rights granted pursuant to, or provided by, the New York Banking Law or other
rights created by (i) a resolution of stockholders, (ii) a resolution of
directors, or (iii) an agreement providing for such indemnification, it being
expressly intended that these By-Laws authorize the creation of other rights in
any such manner.

SECTION 3. The Company shall, from time to time, reimburse or advance to any
person referred to in Section 1 the funds necessary for payment of expenses,
including attorneys' fees, incurred in connection with any action or proceeding
referred to in Section 1, upon receipt of a written undertaking by or on behalf
of such person to repay such amount(s) if a judgment or other final adjudication
adverse to the director or officer establishes that (i) his acts were committed
in bad faith or were the result of active and deliberate dishonesty and, in
either case, were material to the cause of action so adjudicated, or (ii) he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.

SECTION 4. Any director or officer of the Company serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the Company, or (ii) any employee benefit plan of
the Company or any corporation referred to in clause (i) in any capacity shall
be deemed to be doing so at the request of the Company. In all other cases, the
provisions of this Article V will apply (i) only if the person serving another
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise so served at the specific request of the Company, evidenced by
a written communication signed by the Chairman of the Board, the Chief Executive
Officer, the President or any Co-President, and (ii) only if and to the extent
that, after making such efforts as the Chairman of the Board, the Chief
Executive Officer, the President or any Co-President shall deem adequate in the
circumstances, such person shall be unable to obtain indemnification from such
other enterprise or its insurer.

SECTION 5. Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.

SECTION 6. The right to be indemnified or to the reimbursement or advancement of
expense pursuant to this Article V (i) is a contract right pursuant to which the
person entitled thereto may bring suit as if the provisions hereof were set
forth in a separate written contract between the Company and the director or
officer, (ii) is intended to be retroactive and shall be available with respect
to events occurring prior to the adoption hereof, and (iii) shall continue to
exist after the rescission or restrictive modification hereof with respect to
events occurring prior thereto.

SECTION 7. If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the Company
within thirty days after a written claim has been received by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the Company (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of or
reimbursement or advancement of expenses to the claimant is proper in the
circumstance, nor an




                                      -13-

actual determination by the Company (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant is not
entitled to indemnification or to the reimbursement or advancement of expenses,
shall be a defense to the action or create a presumption that the claimant is
not so entitled.

SECTION 8. A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in Section 1 shall be entitled to indemnification only as provided in Sections 1
and 3, notwithstanding any provision of the New York Banking Law to the
contrary.


                                   ARTICLE VI

                                      SEAL


SECTION 1. The Board of Directors shall provide a seal for the Company, the
counterpart dies of which shall be in the charge of the Secretary of the Company
and such officers as the Chairman of the Board, the Chief Executive Officer or
the Secretary may from time to time direct in writing, to be affixed to
certificates of stock and other documents in accordance with the directions of
the Board of Directors or the Executive Committee.

SECTION 2. The Board of Directors may provide, in proper cases on a specified
occasion and for a specified transaction or transactions, for the use of a
printed or engraved facsimile seal of the Company.


                                   ARTICLE VII

                                  CAPITAL STOCK


SECTION 1. Registration of transfer of shares shall only be made upon the books
of the Company by the registered holder in person, or by power of attorney, duly
executed, witnessed and filed with the Secretary or other proper officer of the
Company, on the surrender of the certificate or certificates of such shares
properly assigned for transfer.


                                  ARTICLE VIII

                                  CONSTRUCTION


SECTION 1. The masculine gender, when appearing in these By-Laws, shall be
deemed to include the feminine gender.




                                      -14-

                                   ARTICLE IX

                                   AMENDMENTS


SECTION 1. These By-Laws may be altered, amended or added to by the Board of
Directors at any meeting, or by the stockholders at any annual or special
meeting, provided notice thereof has been given.


















I, Annie Jaghatspanyan, an Associate, of Deutsche Bank Trust Company Americas,
New York, New York, hereby certify that the foregoing is a complete, true and
correct copy of the By-Laws of Deutsche Bank Trust Company Americas, and that
the same are in full force and effect at this date.



                                   /s/ Annie Jaghatspanyan
                              -------------------------------------
                                            Associate







Dated: February 2, 2005








                                      -15-

DEUTSCHE BANK TRUST COMPANY AMERICAS                                   FFIEC 031
- ------------------------------------
Legal Title of Bank                                                         RC-1
NEW YORK
- ------------------------------------
City                                                                          12
NY                          10019
- ------------------------------------
State                       Zip Code

FDIC Certificate Number  -  00623

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 2004

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET






                                                              Dollar Amounts in Thousands           RCFD

- -----------------------------------------------------------------------------------------------------------------------------
ASSETS                                                                                              //////////////////
  1.    Cash and balances due from depository institutions (from Schedule RC-A):                    //////////////////
        a.   Noninterest-bearing balances and currency and coin (1) ...............                  0081         2,276,000  1.a.
        b.   Interest-bearing balances (2) ........................................                  0071           138,000  1.b.
  2.    Securities:                                                                                 //////////////////
        a.   Held-to-maturity securities (from Schedule RC-B, column A) ...........                  1754                 0  2.a.
        b.   Available-for-sale securities (from Schedule RC-B, column D)..........                  1773         1,258,000  2.b.
  3.    Federal funds sold and securities purchased under agreements to resell.......                RCON                    3.
        a.   Federal funds sold in domestic offices.................................                 B987           652,000  3.a
                                                                                                     RCFD
        b.   Securities purchased under agreements to resell (3)...................................  B989         8,532,000  3.b
  4.    Loans and lease financing receivables (from Schedule RC-C):                                  //////////////////
        a.   Loans and leases held for sale                                                          5369                 0  4.a.
        b.   Loans and leases, net unearned income...................            B528     6,932,000  //////////////////      4.b.
        c.   LESS:   Allowance for loan and lease losses ...............         3123       281,000  //////////////////      4.c.
        d.   Loans and leases, net of unearned income and                                            //////////////////
             allowance (item 4.b minus 4.c) ........................                                 B529         6,651,000  4.d.
  5.    Trading Assets (from schedule RC-D)  ........................................                             7,112,000  5.
  6.    Premises and fixed assets (including capitalized leases) .................                   2145           214,000  6.
  7.    Other real estate owned (from Schedule RC-M) ...........................                     2150             6,000  7.
  8.    Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)     2130            8,000   8.
  9.    Customers' liability to this bank on acceptances outstanding ......................          2155                 0  9.
 10.    Intangible assets .........................................                                  //////////////////
        a.   Goodwill.........................................................................       3163                 0  10.a
        b.   Other intangible assets (from Schedule RC-M)                                            0426            27,000  10.b
 11.    Other assets (from Schedule RC-F) ........................................                   2160         6,087,000  11.
 12.    Total assets (sum of items 1 through 11) .................................                   2170        32,961,000  12.





- --------------------------
(1)      Includes cash items in process of collection and unposted debits.
(2)      Includes time certificates of deposit not held for trading.
(3)      Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.





                                      -16-

DEUTSCHE BANK TRUST COMPANY AMERICAS                                   FFIEC 031
- ------------------------------------
Legal Title of Bank                                                    RC-2

FDIC Certificate Number - 00623                                        13

SCHEDULE RC--CONTINUED




                                             DOLLAR AMOUNTS IN THOUSANDS
- -----------------------------------------------------------------------------------------------------------------------------------

LIABILITIES
13. Deposits:                                                                                             //////////////////
    a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)                 RCON 2200  7,792,000  13.a.
        (1) Noninterest-bearing(1) ............................                     RCON 6631  2,923,000 ////////////////// 13.a.(1)
        (2) Interest-bearing ........................................               RCON 6636  4,869,000 ////////////////// 13.a.(2)
    b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E                 ///////////////////
         part II)                                                                                        RCFN 2200  6,500,000  13.b.
        (1)  Noninterest-bearing .................................                  RCFN 6631  2,105,000 ////////////////// 13.b.(1)
        (2)  Interest-bearing ...................................                   RCFN 6636  4,395,000 ////////////////// 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase:                          RCON
    a. Federal Funds purchased in domestic offices (2).................................................  B993     6,663,000    14.a
                                                                                                         RCFD
    b. Securities sold under agreements to repurchase (3)........................................        8995        187,000    14.b
15. Trading liabilities (from Schedule RC-D).............................                                RCFD 3548   660,,000   15.
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases):      ///////////////////
    Schedule RC-M):                                                                                      RCFD 3190  242,000     16.
17. Not Applicable.                                                                                      ///////////////////     17.
18. Bank's liability on acceptances executed and outstanding .......................                     RCFD 2920          0   18.
19. Subordinated notes and debentures (2)..............................................                  RCFD 3200      8,000   19.
20. Other liabilities (from Schedule RC-G) .........................................                     RCFD 2930   2,924,000   20.
21. Total liabilities (sum of items 13 through 20) ..................................                    RCFD 2948  24,976,000   21.
22. Minority interest in consolidated subsidiaries                                                       RCFD 3000     407,000   22.
                                                                                                         /////////////////////
EQUITY CAPITAL                                                                                           /////////////////////
23. Perpetual preferred stock and related surplus ..................................                     RCFD 3838  1,500,000    23.
24. Common stock ...............................................................                         RCFD 3230  2,127,000    24.
25. Surplus (exclude all surplus related to preferred stock) ..............                              RCFD 3839    584,000    25.
26. a. Retained earnings .......................................................                         RCFD 3632  3,287,000  26.a.
    b. Accumulated other comprehensive Income (3) ............................                           RCFD B530     80,000  26.b.
27. Other equity capital components (4) .......................................                          RCFD A130          0    27.
28. Total equity capital (sum of items 23 through 27) ...........................                        RCFD 3210  7,578,000    28.
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)......         RCFD 3300  32,961,000   29.

Memorandum
To be reported only with the March Report of Condition.
 1.    Indicate in the box at the right the number of the statement below that best describes the                 Number
       most comprehensive level of auditing work performed for the bank by independent external      -------------------------
       auditors as of any date during 2002.........................................................   RCFD  6724     1          M.1
                                                                                                     -------------------------

1  =   Independent audit of the bank conducted in accordance          5  =  Directors' examination of the bank performed by other
       with generally accepted auditing standards by a certified            external auditors (may be required by state chartering
       public accounting firm which submits a report on the bank            authority)
2  =   Independent audit of the bank's parent holding company         6  =  Review of the bank's financial statements by external
       conducted in accordance with generally accepted auditing             auditors
       standards by a certified public accounting firm which          7  =  Compilation of the bank's financial statements by
       submits a report on the consolidated holding company                 external auditors
       (but not on the bank separately)                               8  =  Other audit procedures (excluding tax preparation work)
3  =   Attestation on bank management's assertion on the              9  =  No external audit work
       effectiveness of the bank's internal control over financial
       reporting by a certified public accounting firm
4  =   Directors' examination of the bank conducted in
       accordance with generally accepted auditing standards
       by a certified public accounting firm (may be required by
       state chartering authority)

- ----------------------
(1)      Includes total demand deposits and noninterest-bearing time and savings deposits.
(2)      Report overnight Federal Home Loan Bank advances in Schedule RC, Item 16, "other borrowed money."
(3)      Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.
(4)      Includes limited-life preferred stock and related surplus.
(5)      Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash
         flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.
(6)      Includes treasury stock and unearned Employee Stock Plan shares.

EX-25.2

                                                                    Exhibit 25.2

- --------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

          CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
                          PURSUANT TO SECTION 305(b)(2)
                         ------------------------------

                      DEUTSCHE BANK TRUST COMPANY AMERICAS
                        (FORMERLY BANKERS TRUST COMPANY)
               (Exact name of trustee as specified in its charter)

NEW YORK                                             13-4941247
(Jurisdiction of Incorporation or                    (I.R.S. Employer
organization if not a U.S. national bank)            Identification no.)

60 WALL STREET
NEW YORK, NEW YORK                                   10005
(Address of principal                                (Zip Code)
executive offices)

                      DEUTSCHE BANK TRUST COMPANY AMERICAS
                            ATTENTION: WILL CHRISTOPH
                                LEGAL DEPARTMENT
                           60 WALL STREET, 36TH FLOOR
                            NEW YORK, NEW YORK 10005
                                 (212) 250-0378
            (Name, address and telephone number of agent for service)
 -------------------------------------------------------------------------------

                        ASPEN INSURANCE HOLDINGS LIMITED
             (Exact Name of Registrant as Specified in its Charter)

             Bermuda                                    Not Applicable
    (State or Other Jurisdiction of                     (I.R.S. Employer
    Incorporation or Organization)                      Identification No.)

                                  VICTORIA HALL
                                  11 VICTORIA STREET, HAMILTON HM 11,
                                  BERMUDA (441) 295-8201
                                  (Name, address, including zip code, and
                                  telephone number, including area code, of
                                  Registrant's principal executive offices)

                                  ------------

                          SUBORDINATED DEBT SECURITIES
                          (Title of the Indenture Securities)




                          ITEM 1. GENERAL INFORMATION.

               Furnish the following information as to the trustee.

               (a)   Name and address of each examining or supervising authority
                     to which it is subject.

               NAME                                             ADDRESS
               ----                                             -------

               Federal Reserve Bank (2nd District)              New York, NY
               Federal Deposit Insurance Corporation            Washington, D.C.
               New York State Banking Department                Albany, NY

               (b)  Whether it is authorized to exercise corporate trust powers.
                    Yes.

                       ITEM 2. AFFILIATIONS WITH OBLIGOR.

               If the obligor is an affiliate of the Trustee, describe each such
               affiliation.

               None.

ITEM 3.-15.    NOT APPLICABLE

ITEM  16.      LIST OF EXHIBITS.

     EXHIBIT 1 -              Restated Organization Certificate of Bankers
                              Trust Company dated August 6, 1998, Certificate of
                              Amendment of the Organization Certificate of
                              Bankers Trust Company dated September 25, 1998,
                              Certificate of Amendment of the Organization
                              Certificate of Bankers Trust Company dated
                              December 16, 1998, and Certificate of Amendment of
                              the Organization Certificate of Bankers Trust
                              Company dated February 22, 2002, copies attached.

     EXHIBIT 2 -              Certificate of Authority to commence business
                              - Incorporated herein by reference to Exhibit 2
                              filed with Form T-1 Statement, Registration No.
                              33-21047.

     EXHIBIT 3 -              Authorization of the Trustee to exercise corporate
                              trust powers - Incorporated herein by reference to
                              Exhibit 2 filed with Form T-1 Statement,
                              Registration No. 33-21047.

     EXHIBIT 4 -              Existing By-Laws of Bankers Trust Company, as
                              amended on April 15, 2002. Copy attached.


                                       -2-





     EXHIBIT 5 -              Not applicable.

     EXHIBIT 6 -              Consent of Bankers Trust Company required by
                              Section 321(b) of the Act. - Incorporated herein
                              by reference to Exhibit 4 filed with Form T-1
                              Statement, Registration No. 22-18864.

     EXHIBIT 7 -              The latest report of condition of Deutsche Bank
                              Trust Company Americas dated as of September 30,
                              2004. Copy attached.

     EXHIBIT 8 -              Not Applicable.

     EXHIBIT 9 -              Not Applicable.
























                                       -3-





                                    SIGNATURE



          Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Deutsche Bank Trust Company Americas, a corporation
organized and existing under the laws of the State of New York, has duly caused
this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York, and State of New York,
on this 2nd day of February, 2005.


                              DEUTSCHE BANK TRUST COMPANY AMERICAS


                              By:  -------------------------------
                                        Annie Jaghatspanyan
                                        Associate























                                       -4-





                                    SIGNATURE



          Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Deutsche Bank Trust Company Americas, a corporation
organized and existing under the laws of the State of New York, has duly caused
this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York, and State of New York,
on this 2nd day of February, 2005.


                              DEUTSCHE BANK TRUST COMPANY AMERICAS

                                    /s/ Annie Jaghatspanyan
                                    -----------------------
                              By:       Annie Jaghatspanyan
                                        Associate





















                                       -5-





                               STATE OF NEW YORK,

                               BANKING DEPARTMENT


          I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION
8005 OF THE BANKING LAW," dated September 16, 1998, providing for an increase in
authorized capital stock from $3,001,666,670 consisting of 200,166,667 shares
with a par value of $10 each designated as Common Stock and 1,000 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each
designated as Common Stock and 1,500 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.

WITNESS, my hand and official seal of the Banking Department at the City of
New York,

                         this 25TH day of SEPTEMBER in the Year of our Lord one
                              ----        ---------
                         thousand nine hundred and NINETY-EIGHT.


                                                 Manuel Kursky
                                          ------------------------------
                                          Deputy Superintendent of Banks





                                    RESTATED
                                  ORGANIZATION
                                   CERTIFICATE
                                       OF
                              BANKERS TRUST COMPANY


                          ----------------------------

                               Under Section 8007
                               Of the Banking Law

                          ----------------------------















                              Bankers Trust Company
                           1301 6th Avenue, 8th Floor
                              New York, N.Y. 10019




Counterpart Filed in the Office of the Superintendent of Banks, State of New
York, August 31, 1998





                        RESTATED ORGANIZATION CERTIFICATE
                                       OF
                                  BANKERS TRUST
                      Under Section 8007 of the Banking Law

                          -----------------------------


          We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a
Managing Director and an Assistant Secretary and a Vice President and an
Assistant Secretary of BANKERS TRUST COMPANY, do hereby certify:

          1. The name of the corporation is Bankers Trust Company.

          2. The organization certificate of the corporation was filed by the
Superintendent of Banks of the State of New York on March 5, 1903.

          3. The text of the organization certificate, as amended heretofore, is
hereby restated without further amendment or change to read as herein-set forth
in full, to wit:


                          "Certificate of Organization
                                       of
                              Bankers Trust Company

          Know All Men By These Presents That we, the undersigned, James A.
Blair, James G. Cannon, E. C. Converse, Henry P. Davison, Granville W. Garth, A.
Barton Hepburn, Will Logan, Gates W. McGarrah, George W. Perkins, William H.
Porter, John F. Thompson, Albert H. Wiggin, Samuel Woolverton and Edward F. C.
Young, all being persons of full age and citizens of the United States, and a
majority of us being residents of the State of New York, desiring to form a
corporation to be known as a Trust Company, do hereby associate ourselves
together for that purpose under and pursuant to the laws of the State of New
York, and for such purpose we do hereby, under our respective hands and seals,
execute and duly acknowledge this Organization Certificate in duplicate, and
hereby specifically state as follows, to wit:

          I. The name by which the said corporation shall be known is Bankers
Trust Company.

          II. The place where its business is to be transacted is the City of
New York, in the State of New York.

          III. Capital Stock: The amount of capital stock which the corporation
is hereafter to have is Three Billion One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred
Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667)
shares with a par value of $10 each designated as Common Stock and 1,000 shares
with a par value of One Million Dollars ($1,000,000) each designated as Series
Preferred Stock.

          (a) Common Stock

          1. Dividends: Subject to all of the rights of the Series Preferred
Stock, dividends may be declared and paid or set apart for payment upon the
Common Stock out of any assets or funds of the corporation legally available for
the payment of dividends.

          2. Voting Rights: Except as otherwise expressly provided with respect
to the Series Preferred Stock or with respect to any series of the Series
Preferred Stock, the Common Stock shall have



the exclusive right to vote for the election of directors and for all other
purposes, each holder of the Common Stock being entitled to one vote for each
share thereof held.

          3. Liquidation: Upon any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, and after the holders of the
Series Preferred Stock of each series shall have been paid in full the amounts
to which they respectively shall be entitled, or a sum sufficient for the
payment in full set aside, the remaining net assets of the corporation shall be
distributed pro rata to the holders of the Common Stock in accordance with their
respective rights and interests, to the exclusion of the holders of the Series
Preferred Stock.

          4. Preemptive Rights: No holder of Common Stock of the corporation
shall be entitled, as such, as a matter of right, to subscribe for or purchase
any part of any new or additional issue of stock of any class or series
whatsoever, any rights or options to purchase stock of any class or series
whatsoever, or any securities convertible into, exchangeable for or carrying
rights or options to purchase stock of any class or series whatsoever, whether
now or hereafter authorized, and whether issued for cash or other consideration,
or by way of dividend or other distribution.

          (b) Series Preferred Stock

          1. Board Authority: The Series Preferred Stock may be issued from time
to time by the Board of Directors as herein provided in one or more series. The
designations, relative rights, preferences and limitations of the Series
Preferred Stock, and particularly of the shares of each series thereof, may, to
the extent permitted by law, be similar to or may differ from those of any other
series. The Board of Directors of the corporation is hereby expressly granted
authority, subject to the provisions of this Article III, to issue from time to
time Series Preferred Stock in one or more series and to fix from time to time
before issuance thereof, by filing a certificate pursuant to the Banking Law,
the number of shares in each such series of such class and all designations,
relative rights (including the right, to the extent permitted by law, to convert
into shares of any class or into shares of any series of any class), preferences
and limitations of the shares in each such series, including, buy without
limiting the generality of the foregoing, the following:

                  (i) The number of shares to constitute such series (which
          number may at any time, or from time to time, be increased or
          decreased by the Board of Directors, notwithstanding that shares of
          the series may be outstanding at the time of such increase or
          decrease, unless the Board of Directors shall have otherwise provided
          in creating such series) and the distinctive designation thereof;

                  (ii) The dividend rate on the shares of such series, whether
          or not dividends on the shares of such series shall be cumulative, and
          the date or dates, if any, from which dividends thereon shall be
          cumulative;

                  (iii) Whether or not the share of such series shall be
          redeemable, and, if redeemable, the date or dates upon or after which
          they shall be redeemable, the amount or amounts per share (which shall
          be, in the case of each share, not less than its preference upon
          involuntary liquidation, plus an amount equal to all dividends thereon
          accrued and unpaid, whether or not earned or declared) payable thereon
          in the case of the redemption thereof, which amount may vary at
          different redemption dates or otherwise as permitted by law;

                  (iv) The right, if any, of holders of shares of such series to
          convert the same into, or exchange the same for, Common Stock or other
          stock as permitted by law, and the terms and conditions of such
          conversion or exchange, as well as provisions for adjustment of the
          conversion rate in such events as the Board of Directors shall
          determine;

                  (v) The amount per share payable on the shares of such series
          upon the voluntary and involuntary liquidation, dissolution or winding
          up of the corporation;





                  (vi) Whether the holders of shares of such series shall have
          voting power, full or limited, in addition to the voting powers
          provided by law and, in case additional voting powers are accorded, to
          fix the extent thereof; and

                  (vii) Generally to fix the other rights and privileges and any
          qualifications, limitations or restrictions of such rights and
          privileges of such series, provided, however, that no such rights,
          privileges, qualifications, limitations or restrictions shall be in
          conflict with the organization certificate of the corporation or with
          the resolution or resolutions adopted by the Board of Directors
          providing for the issue of any series of which there are shares
          outstanding.

          All shares of Series Preferred Stock of the same series shall be
identical in all respects, except that shares of any one series issued at
different times may differ as to dates, if any, from which dividends thereon may
accumulate. All shares of Series Preferred Stock of all series shall be of equal
rank and shall be identical in all respects except that to the extent not
otherwise limited in this Article III any series may differ from any other
series with respect to any one or more of the designations, relative rights,
preferences and limitations described or referred to in subparagraphs (I) to
(vii) inclusive above.

          2. Dividends: Dividends on the outstanding Series Preferred Stock of
each series shall be declared and paid or set apart for payment before any
dividends shall be declared and paid or set apart for payment on the Common
Stock with respect to the same quarterly dividend period. Dividends on any
shares of Series Preferred Stock shall be cumulative only if and to the extent
set forth in a certificate filed pursuant to law. After dividends on all shares
of Series Preferred Stock (including cumulative dividends if and to the extent
any such shares shall be entitled thereto) shall have been declared and paid or
set apart for payment with respect to any quarterly dividend period, then and
not otherwise so long as any shares of Series Preferred Stock shall remain
outstanding, dividends may be declared and paid or set apart for payment with
respect to the same quarterly dividend period on the Common Stock out the assets
or funds of the corporation legally available therefor.

          All Shares of Series Preferred Stock of all series shall be of equal
rank, preference and priority as to dividends irrespective of whether or not the
rates of dividends to which the same shall be entitled shall be the same and
when the stated dividends are not paid in full, the shares of all series of the
Series Preferred Stock shall share ratably in the payment thereof in accordance
with the sums which would be payable on such shares if all dividends were paid
in full, provided, however, that any two or more series of the Series Preferred
Stock may differ from each other as to the existence and extent of the right to
cumulative dividends, as aforesaid.

          3. Voting Rights: Except as otherwise specifically provided in the
certificate filed pursuant to law with respect to any series of the Series
Preferred Stock, or as otherwise provided by law, the Series Preferred Stock
shall not have any right to vote for the election of directors or for any other
purpose and the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes.

          4. Liquidation: In the event of any liquidation, dissolution or
winding up of the corporation, whether voluntary or involuntary, each series of
Series Preferred Stock shall have preference and priority over the Common Stock
for payment of the amount to which each outstanding series of Series Preferred
Stock shall be entitled in accordance with the provisions thereof and each
holder of Series Preferred Stock shall be entitled to be paid in full such
amount, or have a sum sufficient for the payment in full set aside, before any
payments shall be made to the holders of the Common Stock. If, upon liquidation,
dissolution or winding up of the corporation, the assets of the corporation or
proceeds thereof, distributable among the holders of the shares of all series of
the Series Preferred Stock shall be insufficient to pay in full the preferential
amount aforesaid, then such assets, or the proceeds thereof, shall be
distributed among such holders ratably in accordance with the respective amounts
which would be payable if all amounts payable thereon were paid in full. After
the payment to the holders of Series Preferred Stock of all such amounts to
which they are entitled, as above provided, the remaining assets and funds of
the corporation shall be divided and paid to the holders of the Common Stock.

          5. Redemption: In the event that the Series Preferred Stock of any
series shall be made redeemable as provided in clause (iii) of paragraph 1 of
section (b) of this Article III, the corporation, at the option of the Board of
Directors, may redeem at any time or times, and from time to time, all or any
part of any one or more series of Series Preferred Stock outstanding by paying
for each share the then applicable





redemption price fixed by the Board of Directors as provided herein, plus an
amount equal to accrued and unpaid dividends to the date fixed for redemption,
upon such notice and terms as may be specifically provided in the certificate
filed pursuant to law with respect to the series.

          6. Preemptive Rights: No holder of Series Preferred Stock of the
corporation shall be entitled, as such, as a matter or right, to subscribe for
or purchase any part of any new or additional issue of stock of any class or
series whatsoever, any rights or options to purchase stock of any class or
series whatsoever, or any securities convertible into, exchangeable for or
carrying rights or options to purchase stock of any class or series whatsoever,
whether now or hereafter authorized, and whether issued for cash or other
consideration, or by way of dividend.

          (c) Provisions relating to Floating Rate Non-Cumulative Preferred
Stock, Series A. (Liquidation value $1,000,000 per share.)

          1. Designation: The distinctive designation of the series established
hereby shall be "Floating Rate Non-Cumulative Preferred Stock, Series A"
(hereinafter called "Series A Preferred Stock").

          2. Number: The number of shares of Series A Preferred Stock shall
initially be 250 shares. Shares of Series A Preferred Stock redeemed, purchased
or otherwise acquired by the corporation shall be cancelled and shall revert to
authorized but unissued Series Preferred Stock undesignated as to series.

          3. Dividends:

          (a) Dividend Payments Dates. Holders of the Series A Preferred Stock
shall be entitled to receive non-cumulative cash dividends when, as and if
declared by the Board of Directors of the corporation, out of funds legally
available therefor, from the date of original issuance of such shares (the
"Issue Date") and such dividends will be payable on March 28, June 28, September
28 and December 28 of each year ("Dividend Payment Date") commencing September
28, 1990, at a rate per annum as determined in paragraph 3(b) below. The period
beginning on the Issue Date and ending on the day preceding the first Dividend
Payment Date and each successive period beginning on a Dividend Payment Date and
ending on the date preceding the next succeeding Dividend Payment Date is herein
called a "Dividend Period". If any Dividend Payment Date shall be, in The City
of New York, a Sunday or a legal holiday or a day on which banking institutions
are authorized by law to close, then payment will be postponed to the next
succeeding business day with the same force and effect as if made on the
Dividend Payment Date, and no interest shall accrue for such Dividend Period
after such Dividend Payment Date.

          (b) Dividend Rate. The dividend rate from time to time payable in
respect of Series A Preferred Stock (the "Dividend Rate") shall be determined on
the basis of the following provisions:

          (i) On the Dividend Determination Date, LIBOR will be determined on
the basis of the offered rates for deposits in U.S. dollars having a maturity of
three months commencing on the second London Business Day immediately following
such Dividend Determination Date, as such rates appear on the Reuters Screen
LIBO Page as of 11:00 A.M. London time, on such Dividend Determination Date. If
at least two such offered rates appear on the Reuters Screen LIBO Page, LIBOR in
respect of such Dividend Determination Dates will be the arithmetic mean
(rounded to the nearest one-hundredth of a percent, with five one-thousandths of
a percent rounded upwards) of such offered rates. If fewer than those offered
rates appear, LIBOR in respect of such Dividend Determination Date will be
determined as described in paragraph (ii) below.

          (ii) On any Dividend Determination Date on which fewer than those
offered rates for the applicable maturity appear on the Reuters Screen LIBO Page
as specified in paragraph (I) above, LIBOR will be determined on the basis of
the rates at which deposits in U.S. dollars having a maturity of three months
commencing on the second London Business Day immediately following such Dividend
Determination Date and in a principal amount of not less than $1,000,000 that is
representative of a single transaction in such market at such time are offered
by three major banks in the London interbank market selected by the corporation
at approximately 11:00 A.M., London time, on such Dividend Determination Date to
prime banks in the London market. The corporation will request the principal
London office of each of such banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR in respect of such Dividend
Determination Date will be the arithmetic mean (rounded to the nearest
one-hundredth of a





percent, with five one-thousandths of a percent rounded upwards) of such
quotations. If fewer than two quotations are provided, LIBOR in respect of such
Dividend Determination Date will be the arithmetic mean (rounded to the nearest
one-hundredth of a percent, with five one-thousandths of a percent rounded
upwards) of the rates quoted by three major banks in New York City selected by
the corporation at approximately 11:00 A.M., New York City time, on such
Dividend Determination Date for loans in U.S. dollars to leading European banks
having a maturity of three months commencing on the second London Business Day
immediately following such Dividend Determination Date and in a principal amount
of not less than $1,000,000 that is representative of a single transaction in
such market at such time; provided, however, that if the banks selected as
aforesaid by the corporation are not quoting as aforementioned in this sentence,
then, with respect to such Dividend Period, LIBOR for the preceding Dividend
Period will be continued as LIBOR for such Dividend Period.

          (ii) The Dividend Rate for any Dividend Period shall be equal to the
lower of 18% or 50 basis points above LIBOR for such Dividend Period as LIBOR is
determined by sections (I) or (ii) above.

As used above, the term "Dividend Determination Date" shall mean, with respect
to any Dividend Period, the second London Business Day prior to the commencement
of such Dividend Period; and the term "London Business Day" shall mean any day
that is not a Saturday or Sunday and that, in New York City, is not a day on
which banking institutions generally are authorized or required by law or
executive order to close and that is a day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.

          4. Voting Rights: The holders of the Series A Preferred Stock shall
have the voting power and rights set forth in this paragraph 4 and shall have no
other voting power or rights except as otherwise may from time to time be
required by law.

          So long as any shares of Series A Preferred Stock remain outstanding,
the corporation shall not, without the affirmative vote or consent of the
holders of at least a majority of the votes of the Series Preferred Stock
entitled to vote outstanding at the time, given in person or by proxy, either in
writing or by resolution adopted at a meeting at which the holders of Series A
Preferred Stock (alone or together with the holders of one or more other series
of Series Preferred Stock at the time outstanding and entitled to vote) vote
separately as a class, alter the provisions of the Series Preferred Stock so as
to materially adversely affect its rights; provided, however, that in the event
any such materially adverse alteration affects the rights of only the Series A
Preferred Stock, then the alteration may be effected with the vote or consent of
at least a majority of the votes of the Series A Preferred Stock; provided,
further, that an increase in the amount of the authorized Series Preferred Stock
and/or the creation and/or issuance of other series of Series Preferred Stock in
accordance with the organization certificate shall not be, nor be deemed to be,
materially adverse alterations. In connection with the exercise of the voting
rights contained in the preceding sentence, holders of all series of Series
Preferred Stock which are granted such voting rights (of which the Series A
Preferred Stock is the initial series) shall vote as a class (except as
specifically provided otherwise) and each holder of Series A Preferred Stock
shall have one vote for each share of stock held and each other series shall
have such number of votes, if any, for each share of stock held as may be
granted to them.

          The foregoing voting provisions will not apply if, in connection with
the matters specified, provision is made for the redemption or retirement of all
outstanding Series A Preferred Stock.

          5. Liquidation: Subject to the provisions of section (b) of this
Article III, upon any liquidation, dissolution or winding up of the corporation,
whether voluntary or involuntary, the holders of the Series A Preferred Stock
shall have preference and priority over the Common Stock for payment out of the
assets of the corporation or proceeds thereof, whether from capital or surplus,
of $1,000,000 per share (the "liquidation value") together with the amount of
all dividends accrued and unpaid thereon, and after such payment the holders of
Series A Preferred Stock shall be entitled to no other payments.

           6. Redemption: Subject to the provisions of section (b) of this
Article III, Series A Preferred Stock may be redeemed, at the option of the
corporation in whole or part, at any time or from time to time at a redemption
price of $1,000,000 per share, in each case plus accrued and unpaid dividends to
the date of redemption.





          At the option of the corporation, shares of Series A Preferred Stock
redeemed or otherwise acquired may be restored to the status of authorized but
unissued shares of Series Preferred Stock.

          In the case of any redemption, the corporation shall give notice of
such redemption to the holders of the Series A Preferred Stock to be redeemed in
the following manner: a notice specifying the shares to be redeemed and the time
and place of redemption (and, if less than the total outstanding shares are to
be redeemed, specifying the certificate numbers and number of shares to be
redeemed) shall be mailed by first class mail, addressed to the holders of
record of the Series A Preferred Stock to be redeemed at their respective
addresses as the same shall appear upon the books of the corporation, not more
than sixty (60) days and not less than thirty (30) days previous to the date
fixed for redemption. In the event such notice is not given to any shareholder
such failure to give notice shall not affect the notice given to other
shareholders. If less than the whole amount of outstanding Series A Preferred
Stock is to be redeemed, the shares to be redeemed shall be selected by lot or
pro rata in any manner determined by resolution of the Board of Directors to be
fair and proper. From and after the date fixed in any such notice as the date of
redemption (unless default shall be made by the corporation in providing moneys
at the time and place of redemption for the payment of the redemption price) all
dividends upon the Series A Preferred Stock so called for redemption shall cease
to accrue, and all rights of the holders of said Series A Preferred Stock as
stockholders in the corporation, except the right to receive the redemption
price (without interest) upon surrender of the certificate representing the
Series A Preferred Stock so called for redemption, duly endorsed for transfer,
if required, shall cease and terminate. The corporation's obligation to provide
moneys in accordance with the preceding sentence shall be deemed fulfilled if,
on or before the redemption date, the corporation shall deposit with a bank or
trust company (which may be an affiliate of the corporation) having an office in
the Borough of Manhattan, City of New York, having a capital and surplus of at
least $5,000,000 funds necessary for such redemption, in trust with irrevocable
instructions that such funds be applied to the redemption of the shares of
Series A Preferred Stock so called for redemption. Any interest accrued on such
funds shall be paid to the corporation from time to time. Any funds so deposited
and unclaimed at the end of two (2) years from such redemption date shall be
released or repaid to the corporation, after which the holders of such shares of
Series A Preferred Stock so called for redemption shall look only to the
corporation for payment of the redemption price.

               IV.      The name, residence and post office address of each
member of the corporation are as follows:

          Name         RESIDENCE                   POST OFFICE ADDRESS
          ----

James A. Blair         9 West 50th Street,         33 Wall Street,
                        Manhattan, New York City    Manhattan, New York City

James G. Cannon        72 East 54th Street,        14 Nassau Street,
                        Manhattan New York City     Manhattan, New York City

E. C. Converse         3 East 78th Street,         139 Broadway,
                        Manhattan, New York City    Manhattan, New York City

Henry P. Davison       Englewood,                  2 Wall Street,
                        New Jersey                  Manhattan, New York City

Granville W. Garth     160 West 57th Street,       33 Wall Street
                        Manhattan, New York City    Manhattan, New York City

A. Barton Hepburn      205 West 57th Street        83 Cedar Street
                        Manhattan, New York City    Manhattan, New York City

William Logan          Montclair,                  13 Nassau Street
                        New Jersey                  Manhattan, New York City

George W. Perkins      Riverdale,                  23 Wall Street,
                        New York                    Manhattan, New York City





William H. Porter      56 East 67th Street         270 Broadway,
                        Manhattan, New York City    Manhattan, New York City

John F. Thompson       Newark,                     143 Liberty Street,
                        New Jersey                  Manhattan, New York City

Albert H. Wiggin       42 West 49th Street,        214 Broadway,
                        Manhattan, New York City    Manhattan, New York City

Samuel Woolverton      Mount Vernon,               34 Wall Street,
                        New York                    Manhattan, New York City

Edward F.C. Young      85 Glenwood Avenue,         1 Exchange Place,
                        Jersey City, New Jersey     Jersey City, New Jersey


          V. The existence of the corporation shall be perpetual.

          VI. The subscribers, the members of the said corporation, do, and each
for himself does, hereby declare that he will accept the responsibilities and
faithfully discharge the duties of a director therein, if elected to act as
such, when authorized accordance with the provisions of the Banking Law of the
State of New York.

          VII. The number of directors of the corporation shall not be less than
10 nor more than 25."

          4. The foregoing restatement of the organization certificate was
authorized by the Board of Directors of the corporation at a meeting held on
July 21, 1998.

          IN WITNESS WHEREOF, we have made and subscribed this certificate this
6th day of August, 1998.

          IN WITNESS WHEREOF, we have made and subscribed this certificate this
6th day of August, 1998.


                                              James T. Byrne, Jr.
                                        ----------------------------
                                              James T. Byrne, Jr.

                                        Managing Director and Secretary


                                              Lea Lahtinen
                                        ----------------------------
                                              Lea Lahtinen
                                        Vice President and Assistant Secretary


                                              Lea Lahtinen
                                        ----------------------------
                                              Lea Lahtinen





State of New York                   )
                                    )  ss:
County of New York                  )





          Lea Lahtinen, being duly sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                              Lea Lahtinen
                                        ----------------------------
                                              Lea Lahtinen


Sworn to before me this
6th day of August, 1998.




         Sandra L. West
- --------------------------
         Notary Public


           SANDRA L. WEST
   Notary Public State of New York
           No. 31-4942101
    Qualified in New York County
Commission Expires September 19, 1998





                               STATE OF NEW YORK,

                               BANKING DEPARTMENT



          I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "RESTATED ORGANIZATION
CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION 8007 OF THE BANKING LAW,"
dated August 6, 1998, providing for the restatement of the Organization
Certificate and all amendments into a single certificate.




WITNESS, my hand and official seal of the Banking Department at the City of New
York,

                    this 31ST day of AUGUST in the Year of our Lord one thousand
                         ----        ------
                    nine hundred and NINETY-EIGHT.



                                                      Manuel Kursky
                                               ---------------------------------
                                               DEPUTY Superintendent of Banks





                            CERTIFICATE OF AMENDMENT

                                     OF THE

                            ORGANIZATION CERTIFICATE

                                OF BANKERS TRUST

                      Under Section 8005 of the Banking Law

                          -----------------------------

          We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a
Managing Director and Secretary and a Vice President and an Assistant Secretary
of Bankers Trust Company, do hereby certify:

          1. The name of the corporation is Bankers Trust Company.

          2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.

          3. The organization certificate as heretofore amended is hereby
amended to increase the aggregate number of shares which the corporation shall
have authority to issue and to increase the amount of its authorized capital
stock in conformity therewith.

          4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

          "III. The amount of capital stock which the corporation is hereafter
          to have is Three Billion, One Million, Six Hundred Sixty-Six Thousand,
          Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred
          Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
          (200,166,667) shares with a par value of $10 each designated as Common
          Stock and 1000 shares with a par value of One Million Dollars
          ($1,000,000) each designated as Series Preferred Stock."

is hereby amended to read as follows:

          "III. The amount of capital stock which the corporation is hereafter
          to have is Three Billion, Five Hundred One Million, Six Hundred
          Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,501,666,670),
          divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six
          Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each
          designated as Common Stock and 1500 shares with a par value of One
          Million Dollars ($1,000,000) each designated as Series Preferred
          Stock."





         5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
25th day of September, 1998


                                                  James T. Byrne, Jr.
                                         ---------------------------------------
                                                  James T. Byrne, Jr.
                                         Managing Director and Secretary


                                                   Lea Lahtinen
                                         ---------------------------------------
                                                   Lea Lahtinen
                                         Vice President and Assistant Secretary

State of New York                   )
                                    )  ss:
County of New York                  )

         Lea Lahtinen, being fully sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                                   Lea Lahtinen
                                         ---------------------------------------
                                                   Lea Lahtinen

Sworn to before me this 25th day
of  September, 1998



         Sandra L. West
- -------------------------
         Notary Public


         SANDRA L. WEST
 Notary Public State of New York
         No. 31-4942101
   Qualified in New York County
Commission Expires September 19, 2000





                               STATE OF NEW YORK,

                               BANKING DEPARTMENT


         I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of
New York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION
8005 OF THE BANKING LAW," dated December 16, 1998, providing for an increase in
authorized capital stock from $3,501,666,670 consisting of 200,166,667 shares
with a par value of $10 each designated as Common Stock and 1,500 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$3,627,308,670 consisting of 212,730,867 shares with a par value of $10 each
designated as Common Stock and 1,500 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.

WITNESS, my hand and official seal of the Banking Department at the City of New
York,

                         this 18TH day of DECEMBER in the Year of our Lord one
          `                   ----        --------
                         thousand nine hundred and NINETY-EIGHT.

                                                     P. Vincent Conlon
                                              ----------------------------------
                                              Deputy Superintendent of Banks





                            CERTIFICATE OF AMENDMENT

                                     OF THE

                            ORGANIZATION CERTIFICATE

                                OF BANKERS TRUST

                      Under Section 8005 of the Banking Law

                          -----------------------------

          We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a
Managing Director and Secretary and a Vice President and an Assistant Secretary
of Bankers Trust Company, do hereby certify:

          1. The name of the corporation is Bankers Trust Company.

          2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.

          3. The organization certificate as heretofore amended is hereby
amended to increase the aggregate number of shares which the corporation shall
have authority to issue and to increase the amount of its authorized capital
stock in conformity therewith.

          4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

          "III. The amount of capital stock which the corporation is hereafter
          to have is Three Billion, Five Hundred One Million, Six Hundred
          Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,501,666,670),
          divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six
          Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each
          designated as Common Stock and 1500 shares with a par value of One
          Million Dollars ($1,000,000) each designated as Series Preferred
          Stock."

is hereby amended to read as follows:

          "III. The amount of capital stock which the corporation is hereafter
          to have is Three Billion, Six Hundred Twenty-Seven Million, Three
          Hundred Eight Thousand, Six Hundred Seventy Dollars ($3,627,308,670),
          divided into Two Hundred Twelve Million, Seven Hundred Thirty
          Thousand, Eight Hundred Sixty- Seven (212,730,867) shares with a par
          value of $10 each designated as Common Stock and 1500 shares with a
          par value of One Million Dollars ($1,000,000) each designated as
          Series Preferred Stock."





         5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.

         IN WITNESS WHEREOF, we have made and subscribed this certificate this
16th day of December, 1998


                                              James T. Byrne, Jr.
                                        ----------------------------
                                              James T. Byrne, Jr.
                                        Managing Director and Secretary


                                              Lea Lahtinen
                                        ----------------------------
                                              Lea Lahtinen
                                        Vice President and Assistant Secretary


State of New York                   )
                                    )  ss:
County of New York                  )

         Lea Lahtinen, being fully sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                              Lea Lahtinen
                                        ----------------------------
                                              Lea Lahtinen

Sworn to before me this 16th day
of  December, 1998



         Sandra L. West
- ------------------------
         Notary Public

         SANDRA L. WEST
  Notary Public State of New York
         No. 31-4942101
    Qualified in New York County
Commission Expires September 19, 2000





                              BANKERS TRUST COMPANY

                        ASSISTANT SECRETARY'S CERTIFICATE


I, Lea Lahtinen, Vice President and Assistant Secretary of Bankers Trust
Company, a corporation duly organized and existing under the laws of the State
of New York, the United States of America, do hereby certify that attached copy
of the Certificate of Amendment of the Organization Certificate of Bankers Trust
Company, dated February 27, 2002, providing for a change of name of Bankers
Trust Company to Deutsche Bank Trust Company Americas and approved by the New
York State Banking Department on March 14, 2002 to effective on April 15, 2002,
is a true and correct copy of the original Certificate of Amendment of the
Organization Certificate of Bankers Trust Company on file in the Banking
Department, State of New York.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of Bankers
Trust Company this 4th day of April, 2002.

[SEAL]

                         /s/ Lea Lahtinen
                         ----------------------------------------------------
                         Lea Lahtinen, Vice President and Assistant Secretary
                         Bankers Trust Company


State of New York                   )
                                    )   ss.:
County of New York                  )

On the 4th day of April in the year 2002 before me, the undersigned, a Notary
Public in and for said state, personally appeared Lea Lahtinen, personally known
to me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me that
she executed the same in her capacity, and that by her signature on the
instrument, the individual, or the person on behalf of which the individual
acted, executed the instrument.



/s/ Sonja K. Olsen
- ----------------------------
Notary Public

                                 SONJA K. OLSEN
                        Notary Public, State of New York
                                 No. 01OL4974457
                          Qualified in New York County
                      Commission Expires November 13, 2002





                               STATE OF NEW YORK,

                               BANKING DEPARTMENT


I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York,
DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF AMENDMENT OF
THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY under Section 8005 of the
Banking Law" dated February 27, 2002, providing for a change of name of BANKERS
TRUST COMPANY to DEUTSCHE BANK TRUST COMPANY AMERICAS.













Witness, my hand and official seal of the Banking Department at the City of New
York,

                              this 14th day of March two thousand and two.

                                     /s/ P. Vincent Conlon
                                     -------------------------------------------
                                     Deputy Superintendent of Banks





                            CERTIFICATE OF AMENDMENT

                                     OF THE

                            ORGANIZATION CERTIFICATE

                                       OF

                              BANKERS TRUST COMPANY

                      Under Section 8005 of the Banking Law

                                -----------------

We, James T. Byrne Jr., and Lea Lahtinen, being respectively the Secretary, and
Vice President and an Assistant Secretary of Bankers Trust Company, do hereby
certify:

1. The name of corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th day of March, 1903.

3. Pursuant to Section 8005 of the Banking Law, attached hereto as Exhibit A is
a certificate issued by the State of New York, Banking Department listing all of
the amendments to the Organization Certificate of Bankers Trust Company since
its organization that have been filed in the Office of the Superintendent of
Banks.

4. The organization certificate as heretofore amended is hereby amended to
change the name of Bankers Trust Company to Deutsche Bank Trust Company Americas
to be effective on April 15, 2002.

5. The first paragraph number 1 of the organization of Bankers Trust Company
with the reference to the name of the Bankers Trust Company, which reads as
follows:

          "1. The name of the corporation is Bankers Trust Company."

is hereby amended to read as follows effective on April 15, 2002:

          "1. The name of the corporation is Deutsche Bank Trust Company
          Americas."




                                      -2-

6. The foregoing amendment of the organization certificate was authorized by
unanimous written consent signed by the holder of all outstanding shares
entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 27th day
of February, 2002.

                            /s/ James T. Byrne Jr.
                          -------------------------------------------------
                                  James T. Byrne Jr.
                                  Secretary



                           /s/ Lea Lahtinen
                          -------------------------------------------------
                                Lea Lahtinen
                                Vice President and Assistant Secretary



State of New York          )
                           )  ss.:
County of New York         )

Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President
and an Assistant Secretary of Bankers Trust Company, the corporation described
in the foregoing certificate; that she has read the foregoing certificate and
knows the contents thereof, and that the statements therein contained are true.

                                                    /s/ Lea Lahtinen
                                                   --------------------------
                                                           Lea Lahtinen

Sworn to before me this 27th day
of February, 2002


 /s/ Sandra L. West
- ------------------------------
Notary Public

                                 SANDRA L. WEST
                        Notary Public, State of New York
                                 No. 01WE4942401
                          Qualified in New York County
                      Commission Expires September 19, 2002





                                      - 1-
                                                                       EXHIBIT A
                                                                       ---------

                                State of New York

                               Banking Department



I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York,
DO HEREBY CERTIFY:

THAT, the records in the Office of the Superintendent of Banks indicate that
BANKERS TRUST COMPANY is a corporation duly organized and existing under the
laws of the State of New York as a trust company, pursuant to Article III of the
Banking Law; and

THAT, the Organization Certificate of BANKERS TRUST COMPANY was filed in the
Office of the Superintendent of Banks on March 5, 1903, and such corporation was
authorized to commence business on March 24, 1903; and

THAT, the following amendments to its Organization Certificate have been filed
in the Office of the Superintendent of Banks as of the dates specified:

          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in number of directors - filed on January 14, 1905

          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in capital stock - filed on August 4, 1909

          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in number of directors - filed on February 1, 1911

          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in number of directors - filed on June 17, 1911

          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in capital stock - filed on August 8, 1911

          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in number of directors - filed on August 8, 1911

          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in capital stock - filed on March 21, 1912

          Certificate of Amendment of Certificate of Incorporation providing for
          a decrease in number of directors - filed on January 15, 1915





                                      - 2 -
          Certificate of Amendment of Certificate of Incorporation providing for
          a decrease in number of directors - filed on December 18, 1916

          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in capital stock - filed on April 20, 1917

          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in number of directors - filed on April 20, 1917

          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in capital stock - filed on December 28, 1918

          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in capital stock - filed on December 4, 1919

          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in number of directors - filed on January 15, 1926

          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in capital stock - filed on June 12, 1928

          Certificate of Amendment of Certificate of Incorporation providing for
          a change in shares - filed on April 4, 1929

          Certificate of Amendment of Certificate of Incorporation providing for
          a minimum and maximum number of directors - filed on January 11, 1934

          Certificate of Extension to perpetual - filed on January 13, 1941

          Certificate of Amendment of Certificate of Incorporation providing for
          a minimum and maximum number of directors - filed on January 13, 1941

          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in capital stock - filed on December 11, 1944

          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in capital stock - filed January 30, 1953

          Restated Certificate of Incorporation - filed November 6, 1953

          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in capital stock - filed on April 8, 1955





                                       -3-
          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in capital stock - filed on February 1, 1960

          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in capital stock - filed on July 14, 1960

          Certificate of Amendment of Certificate of Incorporation providing for
          a change in shares - filed on September 30, 1960

          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in capital stock - filed on January 26, 1962

          Certificate of Amendment of Certificate of Incorporation providing for
          a change in shares - filed on September 9, 1963

          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in capital stock - filed on February 7, 1964

          Certificate of Amendment of Certificate of Incorporation providing for
          an increase in capital stock - filed on February 24, 1965

          Certificate of Amendment of the Organization Certificate providing for
          a decrease in capital stock - filed January 24, 1967

          Restated Organization Certificate - filed June 1, 1971

          Certificate of Amendment of the Organization Certificate providing for
          an increase in capital stock - filed October 29, 1976

          Certificate of Amendment of the Organization Certificate providing for
          an increase in capital stock - filed December 22, 1977

          Certificate of Amendment of the Organization Certificate providing for
          an increase in capital stock - filed August 5, 1980

          Restated Organization Certificate - filed July 1, 1982

          Certificate of Amendment of the Organization Certificate providing for
          an increase in capital stock - filed December 27, 1984

          Certificate of Amendment of the Organization Certificate providing for
          an increase in capital stock - filed September 18, 1986





                                      -4-
          Certificate of Amendment of the Organization Certificate providing for
          a minimum and maximum number of directors - filed January 22, 1990

          Certificate of Amendment of the Organization Certificate providing for
          an increase in capital stock - filed June 28, 1990

          Restated Organization Certificate - filed August 20, 1990

          Certificate of Amendment of the Organization Certificate providing for
          an increase in capital stock - filed June 26, 1992

          Certificate of Amendment of the Organization Certificate providing for
          an increase in capital stock - filed March 28, 1994

          Certificate of Amendment of the Organization Certificate providing for
          an increase in capital stock - filed June 23, 1995

          Certificate of Amendment of the Organization Certificate providing for
          an increase in capital stock - filed December 27, 1995

          Certificate of Amendment of the Organization Certificate providing for
          an increase in capital stock - filed March 21, 1996

          Certificate of Amendment of the Organization Certificate providing for
          an increase in capital stock - filed December 27, 1996

          Certificate of Amendment to the Organization Certificate providing for
          an increase in capital stock - filed June 27, 1997

          Certificate of Amendment of the Organization Certificate providing for
          an increase in capital stock - filed September 26, 1997

          Certificate of Amendment of the Organization Certificate providing for
          an increase in capital stock - filed December 29, 1997

          Certificate of Amendment of the Organization Certificate providing for
          an increase in capital stock - filed March 26, 1998

          Certificate of Amendment of the Organization Certificate providing for
          an increase in capital stock - filed June 23, 1998





                                      -5-
          Restated Organization Certificate - filed August 31, 1998

          Certificate of Amendment of the Organization Certificate providing for
          an increase in capital stock - filed September 25, 1998

          Certificate of Amendment of the Organization Certificate providing for
          an increase in capital stock - filed December 18, 1998; and

          Certificate of Amendment of the Organization Certificate providing for
          a change in the number of directors - filed September 3, 1999; and


THAT, no amendments to its Restated Organization Certificate have been filed in
the Office of the Superintendent of Banks except those set forth above; and
attached hereto; and

I DO FURTHER CERTIFY THAT, BANKERS TRUST COMPANY is validly existing as a
banking organization with its principal office and place of business located at
130 Liberty Street, New York, New York.

WITNESS, my hand and official seal of the Banking Department at the City of New
York this 16th day of October in the Year Two Thousand and One.




                                         /s/ P. Vincent Conlon
                                        ------------------------------------
                                        Deputy Superintendent of Banks











                                      -6-

                      DEUTSCHE BANK TRUST COMPANY AMERICAS



                                     BY-LAWS





                                 APRIL 15, 2002



                      DEUTSCHE BANK TRUST COMPANY AMERICAS



                                    NEW YORK







                                      -7-

                                     BY-LAWS
                                       OF

                      DEUTSCHE BANK TRUST COMPANY AMERICAS

                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS


SECTION 1. The annual meeting of the stockholders of this Company shall be held
at the office of the Company in the Borough of Manhattan, City of New York, in
January of each year, for the election of directors and such other business as
may properly come before said meeting.

SECTION 2. Special meetings of stockholders other than those regulated by
statute may be called at any time by a majority of the directors. It shall be
the duty of the Chairman of the Board, the Chief Executive Officer, the
President or any Co-President to call such meetings whenever requested in
writing to do so by stockholders owning a majority of the capital stock.

SECTION 3. At all meetings of stockholders, there shall be present, either in
person or by proxy, stockholders owning a majority of the capital stock of the
Company, in order to constitute a quorum, except at special elections of
directors, as provided by law, but less than a quorum shall have power to
adjourn any meeting.

SECTION 4. The Chairman of the Board or, in his absence, the Chief Executive
Officer or, in his absence, the President or any Co-President or, in their
absence, the senior officer present, shall preside at meetings of the
stockholders and shall direct the proceedings and the order of business. The
Secretary shall act as secretary of such meetings and record the proceedings.

                                   ARTICLE II

                                    DIRECTORS

SECTION 1. The affairs of the Company shall be managed and its corporate powers
exercised by a Board of Directors consisting of such number of directors, but
not less than seven nor more than fifteen, as may from time to time be fixed by
resolution adopted by a majority of the directors then in office, or by the
stockholders. In the event of any increase in the number of directors,
additional directors may be elected within the limitations so fixed, either by
the stockholders or within the limitations imposed by law, by a majority of
directors then in office. One-third of the number of directors, as fixed from
time to time, shall constitute a quorum. Any one or more members of the Board of
Directors or any Committee thereof may participate in a meeting of the Board of
Directors or Committee thereof by means of a conference telephone, video
conference or similar communications equipment which allows all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at such a meeting.

All directors hereafter elected shall hold office until the next annual meeting
of the stockholders and until their successors are elected and have qualified.





                                      -8-

No Officer-Director who shall have attained age 65, or earlier relinquishes his
responsibilities and title, shall be eligible to serve as a director.

SECTION 2. Vacancies not exceeding one-third of the whole number of the Board of
Directors may be filled by the affirmative vote of a majority of the directors
then in office, and the directors so elected shall hold office for the balance
of the unexpired term.

SECTION 3. The Chairman of the Board shall preside at meetings of the Board of
Directors. In his absence, the Chief Executive Officer or, in his absence the
President or any Co-President or, in their absence such other director as the
Board of Directors from time to time may designate shall preside at such
meetings.

SECTION 4. The Board of Directors may adopt such Rules and Regulations for the
conduct of its meetings and the management of the affairs of the Company as it
may deem proper, not inconsistent with the laws of the State of New York, or
these By-Laws, and all officers and employees shall strictly adhere to, and be
bound by, such Rules and Regulations.

SECTION 5. Regular meetings of the Board of Directors shall be held from time to
time provided, however, that the Board of Directors shall hold a regular meeting
not less than six times a year, provided that during any three consecutive
calendar months the Board of Directors shall meet at least once, and its
Executive Committee shall not be required to meet at least once in each thirty
day period during which the Board of Directors does not meet. Special meetings
of the Board of Directors may be called upon at least two day's notice whenever
it may be deemed proper by the Chairman of the Board or, the Chief Executive
Officer or, the President or any Co-President or, in their absence, by such
other director as the Board of Directors may have designated pursuant to Section
3 of this Article, and shall be called upon like notice whenever any three of
the directors so request in writing.


SECTION 6. The compensation of directors as such or as members of committees
shall be fixed from time to time by resolution of the Board of Directors.


                                  ARTICLE III

                                   COMMITTEES

SECTION 1. There shall be an Executive Committee of the Board consisting of not
less than five directors who shall be appointed annually by the Board of
Directors. The Chairman of the Board shall preside at meetings of the Executive
Committee. In his absence, the Chief Executive Officer or, in his absence, the
President or any Co-President or, in their absence, such other member of the
Committee as the Committee from time to time may designate shall preside at such
meetings.

The Executive Committee shall possess and exercise to the extent permitted by
law all of the powers of the Board of Directors, except when the latter is in
session, and shall keep minutes of its proceedings, which shall be presented to
the Board of Directors at its next subsequent meeting. All acts done and powers
and authority conferred by the Executive Committee from time to time shall be
and be deemed to be, and may be certified as being, the act and under the
authority of the Board of Directors.





                                      -9-

A majority of the Committee shall constitute a quorum, but the Committee may act
only by the concurrent vote of not less than one-third of its members, at least
one of who must be a director other than an officer. Any one or more directors,
even though not members of the Executive Committee, may attend any meeting of
the Committee, and the member or members of the Committee present, even though
less than a quorum, may designate any one or more of such directors as a
substitute or substitutes for any absent member or members of the Committee, and
each such substitute or substitutes shall be counted for quorum, voting, and all
other purposes as a member or members of the Committee.

SECTION 2. There shall be an Audit Committee appointed annually by resolution
adopted by a majority of the entire Board of Directors which shall consist of
such number of directors, who are not also officers of the Company, as may from
time to time be fixed by resolution adopted by the Board of Directors. The
Chairman shall be designated by the Board of Directors, who shall also from time
to time fix a quorum for meetings of the Committee. Such Committee shall conduct
the annual directors' examinations of the Company as required by the New York
State Banking Law; shall review the reports of all examinations made of the
Company by public authorities and report thereon to the Board of Directors; and
shall report to the Board of Directors such other matters as it deems advisable
with respect to the Company, its various departments and the conduct of its
operations.

In the performance of its duties, the Audit Committee may employ or retain, from
time to time, expert assistants, independent of the officers or personnel of the
Company, to make studies of the Company's assets and liabilities as the
Committee may request and to make an examination of the accounting and auditing
methods of the Company and its system of internal protective controls to the
extent considered necessary or advisable in order to determine that the
operations of the Company, including its fiduciary departments, are being
audited by the General Auditor in such a manner as to provide prudent and
adequate protection. The Committee also may direct the General Auditor to make
such investigation as it deems necessary or advisable with respect to the
Company, its various departments and the conduct of its operations. The
Committee shall hold regular quarterly meetings and during the intervals thereof
shall meet at other times on call of the Chairman.



SECTION 3. The Board of Directors shall have the power to appoint any other
Committees as may seem necessary, and from time to time to suspend or continue
the powers and duties of such Committees. Each Committee appointed pursuant to
this Article shall serve at the pleasure of the Board of Directors.



                                      -10-

                                   ARTICLE IV

                                    OFFICERS

SECTION 1. The Board of Directors shall elect from among their number a Chairman
of the Board and a Chief Executive Officer; and shall also elect a President, or
two or more Co-Presidents, and may also elect, one or more Vice Chairmen, one or
more Executive Vice Presidents, one or more Managing Directors, one or more
Senior Vice Presidents, one or more Directors, one or more Vice Presidents, one
or more General Managers, a Secretary, a Controller, a Treasurer, a General
Counsel, a General Auditor, a General Credit Auditor, who need not be directors.
The officers of the corporation may also include such other officers or
assistant officers as shall from time to time be elected or appointed by the
Board. The Chairman of the Board or the Chief Executive Officer or, in their
absence, the President or any Co-President, or any Vice Chairman, may from time
to time appoint assistant officers. All officers elected or appointed by the
Board of Directors shall hold their respective offices during the pleasure of
the Board of Directors, and all assistant officers shall hold office at the
pleasure of the Board or the Chairman of the Board or the Chief Executive
Officer or, in their absence, the President, or any Co-President or any Vice
Chairman. The Board of Directors may require any and all officers and employees
to give security for the faithful performance of their duties.

SECTION 2. The Board of Directors shall designate the Chief Executive Officer of
the Company who may also hold the additional title of Chairman of the Board, or
President, or any Co-President, and such person shall have, subject to the
supervision and direction of the Board of Directors or the Executive Committee,
all of the powers vested in such Chief Executive Officer by law or by these
By-Laws, or which usually attach or pertain to such office. The other officers
shall have, subject to the supervision and direction of the Board of Directors
or the Executive Committee or the Chairman of the Board or, the Chief Executive
Officer, the powers vested by law or by these By-Laws in them as holders of
their respective offices and, in addition, shall perform such other duties as
shall be assigned to them by the Board of Directors or the Executive Committee
or the Chairman of the Board or the Chief Executive Officer.

The General Auditor shall be responsible, through the Audit Committee, to the
Board of Directors for the determination of the program of the internal audit
function and the evaluation of the adequacy of the system of internal controls.
Subject to the Board of Directors, the General Auditor shall have and may
exercise all the powers and shall perform all the duties usual to such office
and shall have such other powers as may be prescribed or assigned to him from
time to time by the Board of Directors or vested in him by law or by these
By-Laws. He shall perform such other duties and shall make such investigations,
examinations and reports as may be prescribed or required by the Audit
Committee. The General Auditor shall have unrestricted access to all records and
premises of the Company and shall delegate such authority to his subordinates.
He shall have the duty to report to the Audit Committee on all matters
concerning the internal audit program and the adequacy of the system of internal
controls of the Company which he deems advisable or which the Audit Committee
may request. Additionally, the General Auditor shall have the duty of reporting
independently of all officers of the Company to the Audit Committee at least
quarterly on any matters concerning the internal audit program and the adequacy
of the system of internal controls of the Company that should be brought to the
attention of the directors except those matters responsibility for which has
been vested in the General Credit Auditor. Should the General Auditor deem any
matter to be of special immediate importance, he shall report thereon forthwith




                                      -11-

to the Audit Committee. The General Auditor shall report to the Chief Financial
Officer only for administrative purposes.

The General Credit Auditor shall be responsible to the Chief Executive Officer
and, through the Audit Committee, to the Board of Directors for the systems of
internal credit audit, shall perform such other duties as the Chief Executive
Officer may prescribe, and shall make such examinations and reports as may be
required by the Audit Committee. The General Credit Auditor shall have
unrestricted access to all records and may delegate such authority to
subordinates.

SECTION 3. The compensation of all officers shall be fixed under such plan or
plans of position evaluation and salary administration as shall be approved from
time to time by resolution of the Board of Directors.

SECTION 4. The Board of Directors, the Executive Committee, the Chairman of the
Board, the Chief Executive Officer or any person authorized for this purpose by
the Chief Executive Officer, shall appoint or engage all other employees and
agents and fix their compensation. The employment of all such employees and
agents shall continue during the pleasure of the Board of Directors or the
Executive Committee or the Chairman of the Board or the Chief Executive Officer
or any such authorized person; and the Board of Directors, the Executive
Committee, the Chairman of the Board, the Chief Executive Officer or any such
authorized person may discharge any such employees and agents at will.


                                    ARTICLE V

                INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 1. The Company shall, to the fullest extent permitted by Section 7018 of
the New York Banking Law, indemnify any person who is or was made, or threatened
to be made, a party to an action or proceeding, whether civil or criminal,
whether involving any actual or alleged breach of duty, neglect or error, any
accountability, or any actual or alleged misstatement, misleading statement or
other act or omission and whether brought or threatened in any court or
administrative or legislative body or agency, including an action by or in the
right of the Company to procure a judgment in its favor and an action by or in
the right of any other corporation of any type or kind, domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of the Company is servicing or served
in any capacity at the request of the Company by reason of the fact that he, his
testator or intestate, is or was a director or officer of the Company, or is
serving or served such other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity, against judgments,
fines, amounts paid in settlement, and costs, charges and expenses, including
attorneys' fees, or any appeal therein; provided, however, that no
indemnification shall be provided to any such person if a judgment or other
final adjudication adverse to the director or officer establishes that (i) his
acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.

SECTION 2. The Company may indemnify any other person to whom the Company is
permitted to provide indemnification or the advancement of expenses by
applicable law, whether pursuant to





                                      -12-

rights granted pursuant to, or provided by, the New York Banking Law or other
rights created by (i) a resolution of stockholders, (ii) a resolution of
directors, or (iii) an agreement providing for such indemnification, it being
expressly intended that these By-Laws authorize the creation of other rights in
any such manner.

SECTION 3. The Company shall, from time to time, reimburse or advance to any
person referred to in Section 1 the funds necessary for payment of expenses,
including attorneys' fees, incurred in connection with any action or proceeding
referred to in Section 1, upon receipt of a written undertaking by or on behalf
of such person to repay such amount(s) if a judgment or other final adjudication
adverse to the director or officer establishes that (i) his acts were committed
in bad faith or were the result of active and deliberate dishonesty and, in
either case, were material to the cause of action so adjudicated, or (ii) he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.

SECTION 4. Any director or officer of the Company serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the Company, or (ii) any employee benefit plan of
the Company or any corporation referred to in clause (i) in any capacity shall
be deemed to be doing so at the request of the Company. In all other cases, the
provisions of this Article V will apply (i) only if the person serving another
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise so served at the specific request of the Company, evidenced by
a written communication signed by the Chairman of the Board, the Chief Executive
Officer, the President or any Co-President, and (ii) only if and to the extent
that, after making such efforts as the Chairman of the Board, the Chief
Executive Officer, the President or any Co-President shall deem adequate in the
circumstances, such person shall be unable to obtain indemnification from such
other enterprise or its insurer.

SECTION 5. Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.

SECTION 6. The right to be indemnified or to the reimbursement or advancement of
expense pursuant to this Article V (i) is a contract right pursuant to which the
person entitled thereto may bring suit as if the provisions hereof were set
forth in a separate written contract between the Company and the director or
officer, (ii) is intended to be retroactive and shall be available with respect
to events occurring prior to the adoption hereof, and (iii) shall continue to
exist after the rescission or restrictive modification hereof with respect to
events occurring prior thereto.

SECTION 7. If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the Company
within thirty days after a written claim has been received by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the Company (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of or
reimbursement or advancement of expenses to the claimant is proper in the
circumstance, nor an





                                      -13-

actual determination by the Company (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant is
not entitled to indemnification or to the reimbursement or advancement of
expenses, shall be a defense to the action or create a presumption that the
claimant is not so entitled.

SECTION 8. A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in Section 1 shall be entitled to indemnification only as provided in Sections 1
and 3, notwithstanding any provision of the New York Banking Law to the
contrary.


                                   ARTICLE VI

                                      SEAL


SECTION 1. The Board of Directors shall provide a seal for the Company, the
counterpart dies of which shall be in the charge of the Secretary of the Company
and such officers as the Chairman of the Board, the Chief Executive Officer or
the Secretary may from time to time direct in writing, to be affixed to
certificates of stock and other documents in accordance with the directions of
the Board of Directors or the Executive Committee.

SECTION 2. The Board of Directors may provide, in proper cases on a specified
occasion and for a specified transaction or transactions, for the use of a
printed or engraved facsimile seal of the Company.


                                   ARTICLE VII

                                  CAPITAL STOCK


SECTION 1. Registration of transfer of shares shall only be made upon the books
of the Company by the registered holder in person, or by power of attorney, duly
executed, witnessed and filed with the Secretary or other proper officer of the
Company, on the surrender of the certificate or certificates of such shares
properly assigned for transfer.


                                  ARTICLE VIII

                                  CONSTRUCTION


SECTION 1. The masculine gender, when appearing in these By-Laws, shall be
deemed to include the feminine gender.





                                      -14-

                                   ARTICLE IX

                                   AMENDMENTS


SECTION 1. These By-Laws may be altered, amended or added to by the Board of
Directors at any meeting, or by the stockholders at any annual or special
meeting, provided notice thereof has been given.


















I, Annie Jaghatspanyan, an Associate, of Deutsche Bank Trust Company Americas,
New York, New York, hereby certify that the foregoing is a complete, true and
correct copy of the By-Laws of Deutsche Bank Trust Company Americas, and that
the same are in full force and effect at this date.



                                          /s/ Annie Jaghatspanyan
                                 -------------------------------------
                                               Associate




Dated: February 2, 2005





                                      -15-

DEUTSCHE BANK TRUST COMPANY AMERICAS                                   FFIEC 031
- ------------------------------------
Legal Title of Bank                                                         RC-1
NEW YORK
- ------------------------------------
City                                                                          12
NY                          10019
- ------------------------------------
State                       Zip Code

FDIC Certificate Number  -  00623

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 2004

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET






                                                                                            ------------------------------------
                                                              Dollar Amounts in Thousands    RCFD
- --------------------------------------------------------------------------------------------------------------------------------
ASSETS                                                                                       //////////////////
 1. Cash and balances due from depository institutions (from Schedule RC-A):                 //////////////////
    a.   Noninterest-bearing balances and currency and coin (1) ................             0081                    2,276,000  1.a.
    b.   Interest-bearing balances (2) .........................................             0071                      138,000  1.b.
 2. Securities:                                                                              //////////////////
    a.   Held-to-maturity securities (from Schedule RC-B, column A) ............             1754                            0  2.a.
    b.   Available-for-sale securities (from Schedule RC-B, column D)...........             1773                    1,258,000  2.b.
 3. Federal funds sold and securities purchased under agreements to resell......             RCON                               3.
    a.   Federal funds sold in domestic offices.................................             B987                      652,000  3.a
                                                                                             RCFD
    b.   Securities purchased under agreements to resell (3)....................             B989                    8,532,000  3.b
 4. Loans and lease financing receivables (from Schedule RC-C):                              //////////////////
    a.   Loans and leases held for sale                                                      5369                            0  4.a.
    b.   Loans and leases, net unearned income............                  B528  6,932,000  //////////////////                 4.b.
    c.   LESS:   Allowance for loan and lease losses .....                  3123    281,000  //////////////////                 4.c.
    d.   Loans and leases, net of unearned income and                                        //////////////////
         allowance (item 4.b minus 4.c) ........................................             B529                    6,651,000  4.d.
 5. Trading Assets (from schedule RC-D)  .......................................                                     7,112,000  5.
 6. Premises and fixed assets (including capitalized leases) ...................             2145                      214,000  6.
 7. Other real estate owned (from Schedule RC-M) ...............................             2150                        6,000  7.
 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 2130                        8,000  8.
 9. Customers' liability to this bank on acceptances outstanding ...............             2155                            0  9.
10. Intangible assets ..........................................................             //////////////////
    a.   Goodwill..................    .........................................             3163                            0  10.a
    b.   Other intangible assets (from Schedule RC-M)                                        0426                       27,000  10.b
11. Other assets (from Schedule RC-F) ..........................................             2160                    6,087,000  11.
12. Total assets (sum of items 1 through 11) ...................................             2170                   32,961,000  12.
                                                                                            ----------------------------------------


- --------------------------
(1)      Includes cash items in process of collection and unposted debits.
(2)      Includes time certificates of deposit not held for trading.
(3)      Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.






                                      -16-

DEUTSCHE BANK TRUST COMPANY AMERICAS                                   FFIEC 031
- ------------------------------------
Legal Title of Bank                                                         RC-2

FDIC Certificate Number  -  00623                                             13

SCHEDULE RC--CONTINUED



                                               DOLLAR AMOUNTS IN THOUSANDS
- ------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
13. Deposits:                                                                                        /////////////////////
    a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)             RCON 2200   7,792,000  13.a.
       (1)   Noninterest-bearing(1) ...............................        RCON 6631      2,923,000  /////////////////////  13.a.(1)
       (2)  Interest-bearing ......................................        RCON 6636      4,869,000  /////////////////////  13.a.(2)
    b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E             /////////////////////
       part II)                                                                                      RCFN 2200   6,500,000  13.b.
       (1)   Noninterest-bearing .......................                   RCFN 6631      2,105,000  /////////////////////  13.b.(1)
       (2)   Interest-bearing ........................                     RCFN 6636      4,395,000  /////////////////////  13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase:                      RCON
    a. Federal Funds purchased in domestic offices (2)............................                   B993        6,663,000  14.a
                                                                                                     RCFD
    b. Securities sold under agreements to repurchase (3)..........................                  8995          187,000  14.b
15. Trading liabilities (from Schedule RC-D).........................................                RCFD 3548    660,,000  15.
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases):  /////////////////////
    (from Schedule RC-M):                                                                            RCFD 3190     242,000  16.
17. Not Applicable.                                                                                  /////////////////////  17.
18. Bank's liability on acceptances executed and outstanding .............................           RCFD 2920           0  18.
19. Subordinated notes and debentures (2).................................................           RCFD 3200       8,000  19.
20. Other liabilities (from Schedule RC-G) ...............................................           RCFD 2930   2,924,000  20.
21. Total liabilities (sum of items 13 through 20) .................                                 RCFD 2948  24,976,000  21.
22. Minority interest in consolidated subsidiaries                                                   RCFD 3000     407,000  22.
                                                                                                     /////////////////////
EQUITY CAPITAL                                                                                       /////////////////////
23. Perpetual preferred stock and related surplus ............................................       RCFD 3838   1,500,000  23.
24. Common stock .............................................................................       RCFD 3230   2,127,000  24.
25. Surplus (exclude all surplus related to preferred stock) .............................           RCFD 3839     584,000  25.
26. a. Retained earnings ...............................................................             RCFD 3632   3,287,000  26.a.
    b. Accumulated other comprehensive Income (3) ...............................                    RCFD B530      80,000  26.b.
27. Other equity capital components (4) ................................................             RCFD A130           0  27.
28. Total equity capital (sum of items 23 through 27) ....................................           RFCD 3210   7,578,000  28.
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)....       RCFD 3300  32,961,000  29.

                                                                                                     --------------
Memorandum
To be reported only with the March Report of Condition.
1.    Indicate in the box at the right the number of the statement below that best describes the                Number
      most comprehensive level of auditing work performed for the bank by independent external       ------------------
      auditors as of any date during 2002 .........................................................   RCFD 6724    1     M.1
                                                                                                     ------------------

1 = Independent audit of the bank conducted in accordance             5 = Directors' examination of the bank performed by other
    with generally accepted auditing standards by a certified             external auditors (may be required by state chartering
    public accounting firm which submits a report on the bank             authority)
2 = Independent audit of the bank's parent holding company            6 = Review of the bank's financial statements by external
    conducted in accordance with generally accepted auditing              auditors
    standards by a certified public accounting firm which             7 = Compilation of the bank's financial statements by external
    submits a report on the consolidated holding company                  auditors
    (but not on the bank separately)                                  8 = Other audit procedures (excluding tax preparation work)
3 = Attestation on bank management's assertion on the                 9 = No external audit work
    effectiveness of the bank's internal control over financial
    reporting by a certified public accounting firm
4 = Directors' examination of the bank conducted in
    accordance with generally accepted auditing standards
    by a certified public accounting firm (may be required by
    state chartering authority)

- ----------------------
(1)      Includes total demand deposits and noninterest-bearing time and savings deposits.
(2)      Report overnight Federal Home Loan Bank advances in Schedule RC, Item 16, "other borrowed money."
(3)      Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.
(4)      Includes limited-life preferred stock and related surplus.
(5)      Includes net unrealized holding gains (losses) on available-for-sale
         securities, accumulated net gains (losses) on cash flow hedges,
         cumulative foreign currency translation adjustments, and minimum
         pension liability adjustments.
(6)      Includes treasury stock and unearned Employee Stock Plan shares.

EX-99.1

                                                                    Exhibit 99.1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM F-N

                   APPOINTMENT OF AGENT FOR SERVICE OF PROCESS
                     BY FOREIGN BANKS AND FOREIGN INSURANCE
                COMPANIES AND CERTAIN OF THEIR HOLDING COMPANIES
                AND FINANCE SUBSIDIARIES MAKING PUBLIC OFFERINGS
                       OF SECURITIES IN THE UNITED STATES

A.  Name of issuer or person filing ("Filer"): Aspen Insurance Holdings Limited
                                               --------------------------------

B.  This is (select one):

    [X] an original filing for the Filer

    [_] an amended filing for the Filer

C.  Identify the filing in conjunction with which this Form is being filed:

    Name of registrant:   Aspen Insurance Holdings Limited
                          --------------------------------

    Form type:   Form F-3
                 --------

    File Number (if known):
                             -----------

    Filed by:   Aspen Insurance Holdings Limited
                --------------------------------

    Date Filed (if filed concurrently, so indicate): Filed concurrently herewith
                                                     ---------------------------

D.  The Filer is incorporated or organized under the laws of (Name of the
    jurisdiction under whose laws the filer is organized or incorporated)

    Bermuda
    -------

    and has its principal place of business at (Address in full and telephone
    number)

    Victoria Hall, 11 Victoria Street, Hamilton HM 11, Bermuda
    ----------------------------------------------------------
    (Telephone:   441-295-8201)
    ---------------------------

E.  The filer designates and appoints (Name of United States person serving as
    agent)

    CT Corporation System ("Agent") located at (Address in full in the United
    ---------------------
    States and telephone number)





    111 Eighth Avenue, New York, NY 10011, (Telephone: 212-894-8600) as the
    ----------------------------------------------------------------
    agent of the Filer upon whom may be served any process, pleadings,
    subpoenas, or other papers in:

    (a) any investigation or administrative proceeding conducted by the
        Commission, and

    (b) any civil suit or action brought against the Filer or to which the Filer
        has been joined as defendant or respondent, in any appropriate court in
        any place subject to the jurisdiction of any state or of the United
        States or any of its territories or possessions or of the District of
        Columbia, arising out of or based on any offering made or purported to
        be made in connection with the securities registered by the Filer on
        Form (Name of Form) F-3 filed on (Date) February 4, 2005, as amended, or
                            ---                 -----------------------------
        any purchases or sales of any security in connection therewith. The
        Filer stipulates and agrees that any such civil suit or action or
        administrative proceeding may be commenced by the service of process
        upon, and that service of an administrative subpoena shall be effected
        by service upon, such agent for service of process, and that the service
        as aforesaid shall be taken and held in all courts and administrative
        tribunals to be valid and binding as if personal service thereof had
        been made.

F.  Each person filing this Form stipulates and agrees to appoint a successor
    agent for service of process and file an amended FORM F-N if the Filer
    discharges the Agent or the Agent is unwilling or unable to accept service
    on behalf of the Filer at any time until six years have elapsed from the
    date of the Filer's last registration statement or report, or amendment to
    any such registration statement or report, filed with the Commission under
    the Securities Act of 1933 or Securities Exchange Act of 1934. Filer further
    undertakes to advise the Commission promptly of any change to the Agent's
    name or address during the applicable period by amendment of this Form
    referencing the file number of the relevant registration form in conjunction
    with which the amendment is being filed.

G.  Each person filing this form undertakes to make available, in person or by
    telephone, representatives to respond to inquiries made by the Commission
    staff, and to furnish promptly, when requested to do so by the Commission
    staff, information relating to the securities registered pursuant to the
    form referenced in paragraph E or transactions in said securities.

    The Filer certifies that it has duly caused this power of attorney, consent,
    stipulation and agreement to be signed on its behalf by the undersigned,
    thereunto duly authorized, in the

    City of Hamilton, Country of Bermuda

    this 4th day of February, 2005
         ---        --------------


                                       2





    Filer: Aspen Insurance Holdings Limited
           --------------------------------
    By (Signature and Title):


         /s/ Julian Cusack
    ----------------------------------------
    Name:  Julian Cusack
    Title: Chief Financial Officer

This statement has been signed by the following persons in the capacities and on
the dates indicated.

                           (Signature)  /s/ Jill E. Kranz
                                       -------------------------
                           Name:    Jill E. Kranz
                                    ----------------------------
                           Title)   Team Leader (CT Corporation)
                                    ----------------------------
                           (Date)    February 4, 2005
                                    ----------------------------

    Instructions

    1. The power of attorney, consent, stipulation and agreement shall be signed
       by the Filer and its authorized Agent in the United States.

    2. The name of each person who signs FORM F-N shall be typed or printed
       beneath his signature. Where any name is signed pursuant to a board
       resolution, a certified copy of the resolution shall be filed with each
       copy of the Form. If any name is signed pursuant to a power of attorney,
       a manually signed copy of each power of attorney shall be filed with each
       copy of the Form.



SEC'S COLLECTION OF INFORMATION

An agency may not conduct or sponsor, and a person is not required to respond
to, a collection of information unless it displays a currently valid control
number. Filing of this Form is mandatory. Rule 489 under the Securities Act of
1933 [17 CFR 230.489] requires foreign banks and foreign insurance companies and
holding companies and finance subsidiaries of foreign banks and foreign
insurance companies that are excepted from the definition of "investment
company" by virtue of rules 3a-1,3a-5, and 3a-6 under the Investment Company Act
of 1940 to file Form F-N to appoint an agent for service of process in the
United States when making a public offering of securities. The information
collected on Form F-N is publicly available. Any member of the public may direct
to the Commission any comments concerning the accuracy of the burden estimate of
this Form and any suggestions for reducing the burden of the Form. This
collection of information has been reviewed by the Office of Management and
Budget in accordance with the clearance requirements of 44 U.S.C. Section 3507.


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