8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): December 28, 2005

ASPEN INSURANCE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)

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

Victoria Hall
11 Victoria Street
Hamilton HM 11
Bermuda

(Address of principal executive offices)
(Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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Item 8.01.	Other Events.

On December 22, 2005, Wellington Underwriting plc ("Wellington") entered into a deed of assignment ("Deed of Assignment") with Wellington Investment Holdings (Jersey) Limited ("Wellington Investment"), a wholly-owned subsidiary of Wellington, whereby Wellington assigned all of its rights and benefits (including registration rights) under the Third Amended and Restated Registration Rights Agreement dated November 14, 2003 ("Registration Rights Agreement") to Wellington Investment. The Deed of Assignment is attached to this filing as Exhibit 99.1.

Also, on December 22, 2005, Wellington Investment entered into a deed of adherence ("RRA Deed of Adherence"), that is supplemental to the Registration Rights Agreement, whereby Wellington Investment covenanted to observe, perform and be bound by all the terms and conditions of the Registration Rights Agreement applicable to Wellington Investment as if Wellington Investment were a party to the Registration Rights Agreement. The RRA Deed of Adherence is attached to this filing as Exhibit 99.2.

In addition, on December 22, 2005, Wellington Investment also entered into a deed of adherence ("SA Deed of Adherence"), that is supplemental to the Amended and Restated Shareholders' Agreement dated as of September 30, 2003 made by (1) Aspen Insurance Holdings Limited, (2) BCP Excalibur Holdco (Cayman) Limited, (3) Wellington, (4) Harrington Trust Limited and (5) others (the "Shareholders' Agreement"), whereby Wellington Investment covenanted to observe, perform and be bound by all the terms and conditions of the Registration Rights Agreement applicable to Wellington Investment as if Wellington Investment were a party to the Shareholders' Agreement. The SA Deed of Adherence is attached to this filing as Exhibit 99.3.

The entry into the forgoing deeds by Wellington and Wellington Investment is contemplated by the original Registration Rights Agreement and the Shareholders' Agreement, each of which is filed as an Exhibit to our Annual Report on Form 10-K. Additional information regarding the terms thereof are set forth in the Deed of Assignment, the RRA Deed of Adherence and the SA Deed of Adherence, which qualify the foregoing descriptions in their entirety and are incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits

(c)	Exhibits

99.1	Deed of Assignment.

99.2	Deed of Adherence.

99.3	Deed of Adherence.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ASPEN INSURANCE HOLDINGS LIMITED

(Registrant)

Dated: December 28, 2005				By:				/s/ Julian Cusack
				Name:				Julian Cusack
				Title:				Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit No.				Description
99.1				Deed of Assignment.
99.2				Deed of Adherence.
99.3				Deed of Adherence.

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EX-99.1

 EXHIBIT 99.1 

 DEED OF ASSIGNMENT 

THIS DEED OF ASSIGNMENT is made on 22 December 2005

BETWEEN:

(1)	Wellington Underwriting plc a company registered in England and Wales under number 02966836 whose registered office is at 88 Leadenhall Street, London, EC3A 3BA (the "Assignor"); and

(2)	Wellington Investment Holdings (Jersey) Limited a company registered in Jersey under number 91731 whose registered office is at 22 Grenville Street, St Helier, Jersey, JE4 8PX, Channel Islands (the "Assignee").

WHEREAS:

(A)	By an agreement dated 22 December 2005 between the Assignor and the Assignee, the Assignor agreed to sell to the Assignee 3,800,412 shares in Aspen and options to subscribe for 3,781,120 shares in Aspen Insurance Holdings Limited (respectively the "Aspen Shares" and the "Aspen Option" and together the "Aspen Investment") (the "Agreement").

(B)	The Assignor now wishes to assign to the Assignee all of its rights and benefits (including the registration rights) under the Registration Rights Agreement in respect of the Aspen Investment pursuant to, amongst others, Section 9 of the Registration Rights Agreement subject to the terms and conditions of this Deed.

INTERPRETATION 

In this Deed:

"Registration Rights Agreement" means the Third Amended and Restated Registration Rights Agreement dated as of 14 November 2003 made between the Company, the persons named in Schedule 1 therein, the Seller and Harrington Trust Limited, solely as trustee of the Part A Trust Fund of the Names Trust.

1.	NOW THIS DEED WITNESSES that the Assignor HEREBYASSIGNS to the Assignee all of its rights and benefits (including the registration rights) which the Assignor may have now, or in the future have, under and in accordance with the Registration Rights Agreement in respect of the Aspen Investment.

2.	The address for notices of the New Shareholder for the purposes of Section 9 (c) (Notices) of the Registration Rights Agreement is:

Wellington Investment Holdings (Jersey) Limited
c/o Natasha Cameron
MIFA J Corporate 6
22 Grenville Street
St Helier
JE4 8PX
Channel Islands
Fax number: +44 (0)1534 609333
Email address: natasha.cameron@mourant.com

3.	This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York applicable to contracts made and to be performed in that State.

4.

The courts of the State of New York in New York County and the United States District Court for the Southern District of New York shall have jurisdiction over the parties with respect to any dispute or controversy between them arising under or in connection with this Deed and, by execution and delivery of this Deed. Each of the parties to this Deed submits to the non-exclusive jurisdiction of those courts, including but not limited to the in personam and subject matter jurisdiction of those courts, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds, consents to service of process by mail (in accordance with Section 9(c) of the Registration Rights Agreement) or any other manner permitted by law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Deed.

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IN WITNESS whereof this deed has been duly executed and delivered the day and year first before written.

Executed as a deed by Wellington				)
Investment Holdings (Jersey)				)				Director
Limited acting by				)
and				)
								Company Secretary
Executed as a deed by Wellington				)
Underwriting plc acting by				)				Director
and				)
				)
								Director/Secretary

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EX-99.2

 EXHIBIT 99.2 

DEED OF ADHERENCE
TO THE THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
 AND TO CERTAIN PROVISIONS OF THE AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT 

This deed of adherence is made on 22 December 2005 by Wellington Investment Holdings (Jersey) Limited a company registered in Jersey under number 91731 whose registered office is at 22 Grenville Street, St Helier, Jersey, JE4 8PX, Channel Islands (the "New Shareholder") and is supplemental to the Third Amended and Restated Registration Rights Agreement dated 14 November 2003 made between all those parties listed therein (the "Registration Rights Agreement").

WHEREAS:

(A)	The Existing Shareholders are either party to or have adhered to the Registration Rights Agreement which regulates their rights to dispose of their interest in Aspen Insurance Holdings Limited ("Aspen").

(B)	The Existing Shareholders are also either a party to or have adhered to an Amended and Restated Shareholders' Agreement dated 30 September 2003 which further regulates their rights to dispose of their interest in Aspen (the "Shareholders' Agreement").

(C)	Aspen has also entered into the Amended and Restated Instrument Constituting Options to Subscribe for Shares in Aspen dated 2 December 2003 which regulates the creation, issue, management and disposal of options in certain Aspen ordinary shares (the "Option Agreement").

(D)

By an agreement dated 22 December 2005 between Wellington Underwriting plc ("Wellington") and the New Shareholder, Wellington agreed to sell to the New Shareholder 3,800,412 shares in Aspen and options to subscribe for 3,781,120 shares in Aspen (respectively the "Aspen Shares" and the "Aspen Option" and together the "Aspen Investment") (the "Agreement"). Under the Agreement, Wellington also assigned all of its rights and benefits (including the registration rights) under the Registration Rights Agreement pursuant to, amongst others, Section 9 of the Registration Rights Agreement.

This deed witnesses as follows:

1.	The terms defined in the Registration Rights Agreement and the Shareholders' Agreement shall, save where the context otherwise requires, apply in relation to this Deed.

2.

The New Shareholder confirms that it has been given and has read a copy of the Registration Rights Agreement and covenants with each of the Holders that following completion of the transfer by Wellington to the New Shareholder of the Aspen Investment to observe, perform and be bound by all the terms and conditions of the Registration Rights Agreement applicable to the New Shareholder as if the New Shareholder were a party to the Registration Rights Agreement and named therein as a Holder as from the date of this Deed.

3.

Pursuant to sub-paragraph (a) of the definition of Permitted Transfer in the Shareholders' Agreement, the New Shareholder undertakes to Aspen that if the New Shareholder ceases to be a member of the same group (as the expression "member of the same group" is defined in the Shareholders' Agreement) as Wellington it shall transfer all the Aspen Shares it holds at that time before such cessation occurs to another member of the same Group as Wellington.

4.	The address for notices of the New Shareholder for the purposes of Section 9 (c) (Notices) of the Registration Rights Agreement is:

Wellington Investment Holdings (Jersey) Limited
c/o Natasha Cameron
MIFA J Corporate 6
22 Grenville Street
St Helier
JE4 8PX
Channel Islands
Fax number: +44 (0)1534 609333
Email address: natasha.cameron@mourant.com

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5.	This Deed is for the benefit of each of the Holders and their successors and permitted assigns and no third party shall have any right, title or interest in this Deed as a third party beneficiary (express or implied) or otherwise.

6.	This Deed shall be governed by, and must be interpreted in accordance, with the laws of the State of New York applicable to contracts made and to be performed in that State.

7.

The courts of the State of New York in New York County and the United States District Court for the Southern District of New York shall have jurisdiction over the New Shareholder with respect to any dispute or controversy between them arising under or in connection with this Deed and, by execution and delivery of this Deed. The New Shareholder submits to the non-exclusive jurisdiction of those courts, including but not limited to the in personam and subject matter jurisdiction of those courts, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds, consents to service of process by mail (in accordance with Section 9(c) of the Registration Rights Agreement) or any other manner permitted by law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Deed.

IN WITNESS WHEREOF this Deed has been executed by the New Shareholder herein and is intended to be and is hereby delivered on the date first above written.

Executed as a deed by Wellington				)
Investment Holdings (Jersey)				)				Authorised signatory
Limited acting by				)
and				)
								Authorised signatory

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EX-99.3

 EXHIBIT 99.3 

 DEED OF ADHERENCE 

THIS DEED OF ADHERENCE is made on 22 December 2005

BY Wellington Investment Holdings (Jersey) Limited of 22 Grenville Street, St Helier, Jersey, JE4 8PX, Channel Islands (the ‘‘Covenantor’’) in favour of the persons whose names are set out in the schedule to this Deed and is SUPPLEMENTAL to the Amended and Restated Shareholders' Agreement dated as of 30 September 2003 made by (1) Aspen Insurance Holdings Limited, (2) BCP Excalibur Holdco (Cayman) Limited, (3) Wellington Underwriting plc, (4) Harrington Trust Limited and (5) others (the ‘‘Shareholders' Agreement’’).

THIS DEED WITNESSES as follows:

The Covenantor confirms that it has been given and read a copy of the Shareholders' Agreement and covenants with each person named in the schedule to this Deed to perform and be bound by all the terms of the Shareholders' Agreement, as if the Covenantor were a Shareholder Party who is party to the Shareholders Agreement.

This Deed is governed by English law.

IN WITNESS WHEREOF this Deed has been executed by the Covenantor and is intended to be and is hereby delivered on the date first above written.

Executed as a deed by Wellington				)
Investment Holdings (Jersey)				)
Limited acting by				)				Authorised signatory
and				)
								Authorised signatory

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SCHEDULE

Parties to Shareholders' Agreement including those who have executed earlier deeds of adherence

3i GROUP PLC

DLJ MERCHANT BANKING III, INC. Managing General Partner for and on behalf of DLJMB OVERSEAS PARTNERS III, C.V.

DLJ MERCHANT BANKING III, INC. as Advisory General Partner for and on behalf of DLJ OFFSHORE PARTNERS III, C.V.

DLJ MERCHANT BANKING III, INC. as Advisory General Partner on behalf of DLJ OFFSHORE PARTNERS III-1, C.V. and as attorney-in-fact for DLJ MERCHANT BANKING III, L.P., as Associate General Partner for and on behalf of DLJ OFFSHORE PARTNERS III-1, C.V.

DLJ MERCHANT BANKING III, INC. as Advisory General Partner on behalf of DLJ OFFSHORE PARTNERS III-2, C.V. and as attorney-in-fact for DLJ MERCHANT BANKING III, L.P. as Associate General Partner for and on behalf of DLJ OFFSHORE PARTNERS III-2, C.V.

DLJ MERCHANT BANKING III, INC. General Partner of DLJ MERCHANT BANKING III, L.P. as Managing Limited Partner for and on behalf of DLJMB PARTNERS III GMBH & CO. KG

DLJ LBO PLANS MANAGEMENT CORPORATION as Managing General Partner for and on behalf of MBP III PLAN INVESTORS, L.P.

DLJ MERCHANT BANKING III, INC. as Managing General Partner for and on behalf of MILLENNIUM PARTNERS II, L.P.

OGP III, L.L.C., as General Partner for and on behalf of OLYMPUS GROWTH FUND III, L.P.

NIBUR, L.L.C. General Partner of OEF, L.P. General Partner for and on behalf of OLYMPUS EXECUTIVE FUND L.P.

PHOENIX EQUITY PARTNERS LIMITED in its capacity as manager for and on behalf of PHOENIX EQUITY PARTNERS IV "A" L.P.

PHOENIX EQUITY PARTNERS LIMITED in its capacity as manager for and on behalf of PHOENIX EQUITY PARTNERS IV "B" L.P.

PHOENIX EQUITY PARTNERS LIMITED in its capacity as manager for and on behalf of PHOENIX EQUITY PARTNERS IV "C" L.P.

PHOENIX EQUITY PARTNERS LIMITED as attorney for DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION

PHOENIX EQUITY PARTNERS LIMITED in its capacity as administrator for and on behalf of THE PHOENIX EQUITY PARTNERS IV CO-INVESTMENT PLAN

PHOENIX EQUITY PARTNERS LIMITED in its capacity as manager for and on behalf of PHOENIX EQUITY PARTNERS III AND IV EXECUTIVE INVESTMENT PLAN L.P.

CANDOVER PARTNERS LIMITED as general partner for and on behalf of CANDOVER 2001 FUND US NO. 1 LIMITED PARTNERSHIP

CANDOVER PARTNERS LIMITED as general partner for and on behalf of CANDOVER 2001 FUND US NO. 2 LIMITED PARTNERSHIP

CANDOVER PARTNERS LIMITED as general partner for and on behalf of CANDOVER 2001 FUND US NO. 3 LIMITED PARTNERSHIP

CANDOVER PARTNERS LIMITED as general partner for and on behalf of CANDOVER 2001 FUND US NO. 4 LIMITED PARTNERSHIP

CANDOVER PARTNERS LIMITED as general partner for and on behalf of CANDOVER 2001 FUND US NO. 5 LIMITED PARTNERSHIP

CANDOVER PARTNERS LIMITED as general partner for and on behalf of CANDOVER 2001 FUND UK NO. 1 LIMITED PARTNERSHIP

CANDOVER PARTNERS LIMITED as general partner for and on behalf of CANDOVER 2001 FUND UK NO. 2 LIMITED PARTNERSHIP

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CANDOVER PARTNERS LIMITED as general partner for and on behalf of CANDOVER 2001 FUND UK NO. 3 LIMITED PARTNERSHIP

CANDOVER PARTNERS LIMITED as general partner for and on behalf of CANDOVER 2001 FUND UK NO. 4 LIMITED PARTNERSHIP

CANDOVER PARTNERS LIMITED as general partner for and on behalf of CANDOVER 2001 FUND UK NO. 5 LIMITED

CANDOVER PARTNERS LIMITED as general partner for and on behalf of CANDOVER 2001 FUND UK NO. 6 LIMITED PARTNERSHIP.

CANDOVER 2001 GMBH & CO. KG represented by DEUTSCHE CANDOVER (MANAGING LIMITED PARTNER) GMBH represented by Norbert Pacho as managing director

CANDOVER (TRUSTEES) LIMITED

MOURANT & CO. TRUSTEES LIMITED in its capacity as trustee of CANDOVER 2001 EMPLOYEE BENEFITS TRUST

CANDOVER INVESTMENTS PLC

THE LEXICON PARTNERSHIP LLP 

WELLINGTON UNDERWRITING PLC 

MONTPELIER REINSURANCE LTD.

BCP EXCALIBUR HOLDCO (CAYMAN) LIMITED

BOCP EXCALIBUR HOLDCO (CAYMAN) LIMITED 

BFIP EXCALIBUR HOLDCO (CAYMAN) LIMITED

BGE EXCALIBUR HOLDCO (CAYMAN) LIMITED

APPLEBY TRUST (BERMUDA) LTD (formerly known as HARRINGTON TRUST LIMITED) solely as trustee of the Part A Trust Fund of the Names Trust

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