UPDATE: Aspen Insurance Announces Board Has Rejected Unsolicited Bid from Endurance

Aspen Insurance Holdings Limited (“Aspen”) (NYSE: AHL) announced today that itsBoard of Directors, after careful evaluation with the assistance of itsfinancial and legal advisors, unanimously determined to reject an unsolicitedproposal from Endurance Specialty Holdings Ltd. (“Endurance”) (NYSE: ENH) toacquire Aspen for $47.50 per share, 60% in Endurance common stock and 40% incash.Glyn Jones, Chairman of the Board of Directors, said: “After careful reviewand deliberation, the Board of Directors unanimously determined thatEndurance's proposal is not in the best interests of Aspen or itsshareholders. Endurance's ill-conceived proposal undervalues our company,represents a strategic mismatch, carries significant execution risk, and wouldresult in substantial dis-synergies. Furthermore, most of the consideration toAspen shareholders would be in a stock that would reflect these problems.“Aspen has a proven track record of performance and a clear strategy toincrease shareholder value. Endurance has a mixed operating track record, newleadership, an unproven strategy, and no experience with large acquisitions.Moreover, this transaction would be highly disruptive to Aspen's corporateculture, which has proven to be a significant competitive advantage in themarketplace.”In making its determination, the Aspen Board of Directors considered, amongother factors, the following: * Aspen is executing a clear strategy to deliver superior value for shareholders, while Endurance's proposal undervalues the company and carries significant risks. * A combination would burden Aspen with Endurance's unproven underwriting teams with no clear strategy; an unprofitable insurance business^1; and a volatile and challenged crop business. * Endurance has shown a public disdain for Lloyd's, which is the growth engine of Aspen's well-established international insurance business. * Endurance has a mixed operating track record, no experience with large acquisitions, new leadership and an unproven strategy. * The proposed transaction jeopardizes Aspen's corporate culture, which the Company believes is a significant component of its franchise value because it differentiates Aspen with clients and allows Aspen to recruit and retain outstanding professionals. * The disruption of market and underwriting relationships likely would result in material loss of business. * The proposal involves a number of substantial execution risks, including financing uncertainty, due diligence outcome, regulatory approvals, the need for favorable votes by the shareholders of both companies, and integration risk.Goldman, Sachs & Co. is acting as financial advisor and Wachtell, Lipton,Rosen & Katz and Willkie Farr & Gallagher LLP are acting as legal advisors toAspen.Below is a letter that Aspen previously sent to Endurance's Board of Directorsrejecting the same proposal that Endurance made public today:8 April 2014Board of Directorsc/o John R. Charman, Chairman and Chief Executive OfficerEndurance Specialty Holdings Ltd.Wellesley House90 Pitts Bay RoadPembroke HM 08BermudaDear Members of the Board:The Board of Directors of Aspen Insurance Holdings Limited has received yourletter of 3 April 2014.Your most recent letter does not add to the information the Aspen Board hadwhen we thoroughly considered your 18 February 2014 letter and unanimouslyconcluded that the possible acquisition of Aspen by Endurance was not in thebest interests of Aspen or its stockholders and that we did not wish to pursuethe matter further. The Aspen Board continues to have no interest in pursuingthe matter further.As was the case with your prior letters, we find your most recent letter to bebased on uninformed and unsubstantiated assertions and assumptions aboutalleged benefits of the combination that do not stand up to analysis. TheAspen Board has concluded that Aspen will be able to create superior value forour stockholders based on our standalone plan. Aspen has a long history ofvalue creation for its stockholders and has a clearly articulated growthstrategy for delivering value to its stockholders going forward. We have builta diversified business with a strong balance sheet, proven management team anddisciplined risk management, and are confident that continued execution of ourstrategy provides value far in excess of what you have suggested in theletter. The levers that we have available to achieve our ROE goals are clearand well-understood by the market and you have clearly misrepresented our 10%ROE guidance for 2014 as our long-term goal. We are confident we will be ableto deliver superior growth by following our plan.As part of our review, we have evaluated Endurance's business mix, marketpresence, quality of earnings, earnings outlook and management culture, all ofwhich we found to be either unattractive or incompatible with Aspen'sstrategy. With respect to business mix, Endurance is over-concentrated in cropinsurance, a business which is troubled, low margin, recently volatile andexposed to major risks. The other insurance businesses are nascent and havenot demonstrated progress. Endurance's continued well-publicized antipathy forLloyd's is inconsistent with Aspen's business model, as our Lloyd's syndicateis one of the most dynamic parts of our insurance franchise and a top quartileperformer amongst Lloyd's syndicates. Aspen has a strong and well-regardedreinsurance business with a clearly defined strategy for addressing thechanges in market dynamics while, in contrast, Endurance is hesitant anduncertain about the industry. Furthermore, as analysts have pointed out,Endurance's earnings in recent years have been disproportionately driven byreserve releases (a trend that accelerated at year-end 2013) and the path forfuture earnings is unclear.Any combination with Endurance's centralized, top-down management model, ascompared to our collaborative, teamwork-oriented culture, would result inextreme personnel disruption and loss of attractive business. It is worthnoting that our company is in significant litigation due to your orchestratedpoaching of Aspen employees and clear breaches of fiduciary and other dutiesarising from this. The dis-synergies from the transaction you propose,including loss of business and personnel, combined with Endurance'sunappealing business mix, earnings track record and incompatible culture, makethe combination unattractive, particularly in contrast to what Aspen expectsto achieve by following our standalone plan.In addition, your letter poses significant risks and uncertainties, including(1) Endurance's due diligence of Aspen, (2) due diligence of Aspen by yourfinancing sources, (3) your ability to raise the necessary funds, even themost general terms and amounts of which are omitted from your letter (we notein this regard that one of the financing sources from your prior letter is nolonger included, and CVC's commitment is no longer described as “equity”), (4)your ability to secure all required regulatory approvals and (5) importantly,approval of your own stockholders.The foundation of Aspen's business is our client relationship franchise, andour people are our most valuable assets. The uncertainty and distraction thatwould result from pursuing what your letter proposes would be destructive ofvalue for our company and our stockholders. Your “proposal” is merely therequest for a one-way option to start an investigation of our company andlater decide if you wish to pursue a transaction. The Aspen Board isvehemently opposed to the hostile attempt of Endurance to address its businessproblems at the expense of Aspen and its stockholders and to your potentialeffort to destabilise a key competitor.For the reasons outlined above, we are not interested in pursuing what yourletter proposes and do not believe that any purpose would be served by meetingwith you or your advisors.            Yours sincerely,  /s/ /s/  Glyn Jones Chris O'Kane  Chairman of the Board of Directors Chief Executive Officer    cc: CVC Capital Partners Advisory