Amended & Restated Indemnification Agreement



 Exhibit 10.1 
 FORM OF SECOND AMENDED AND RESTATED 
 INDEMNIFICATION AGREEMENT 
 THIS SECOND AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into effective as of May 17, 2007 by and between
ACE Limited, a Cayman Islands company (the “Company”), and [                    ] (“Indemnitee”). 
 WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; 
 WHEREAS, Indemnitee is a director and/or officer of the Company; 
 WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims currently being asserted against directors and officers of corporations; 
 WHEREAS, the Articles of Association of the Company require the Company to indemnify its directors and officers to the fullest extent permitted by law,
and permit the Company to advance expenses relating to the defense of indemnification matters, and the Indemnitee has been serving and continues to serve as a director and/or officer of the Company in part in reliance on the Company’s Articles
of Association; 
 WHEREAS, in recognition of Indemnitee’s need for (i) substantial protection against personal liability based on
Indemnitee’s reliance on the aforesaid Articles of Association, (ii) specific contractual assurance that the protection promised by the Articles of Association will be available to Indemnitee (regardless of, among other things, any
amendment to or revocation of the Articles of Association or any change in the composition of the Company’s Board of Directors or acquisition transaction relating to the Company), and (iii) an inducement to provide effective services to
the Company as a director and/or officer, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted under law and as set forth
in this Agreement, and, to the extent insurance is maintained, to provide for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies; 
 WHEREAS, the Company and Indemnitee have previously entered into an amended and restated indemnification agreement, dated as of November 17, 2005
(the “First Amended Agreement”), and now desires to amend and restate in its entirety the First Amended Agreement as set forth herein. 
 NOW, THEREFORE, in consideration of the above premises and of Indemnitee continuing to serve the Company directly or, at its request, with another enterprise, and intending to be legally bound hereby, the parties agree as follows:

 1. Certain Definitions: 
 (a)
Board: the Board of Directors of the Company. 







 (b) Affiliate: any corporation or other person or entity that directly, or indirectly through one
or more intermediaries, controls or is controlled by, or is under common control with, the person specified. 
 (c) Change in Control:
shall be deemed to have occurred if: 
 (i) any “person,” as such term is used in Sections 3(a)(9) and 13(d) of
the United States Securities Exchange Act of 1934, becomes a “beneficial owner,” as such term is used in Rule 13d-3 promulgated under that act, of 50% or more of the Voting Stock (as defined below) of the Company; 
 (ii) the majority of the Board consists of individuals other than Incumbent Directors, which term means the members of the Board on the
Effective Date; provided that any person becoming a director subsequent to such date whose election or nomination for election was supported by three-quarters of the directors who then comprised the Incumbent Directors shall be considered to be an
Incumbent Director; 
 (iii) the Company adopts any plan of liquidation providing for the distribution of all or substantially
all of its assets; 
 (iv) all or substantially all of the assets or business of the Company is disposed of pursuant to a
merger, consolidation or other transaction (unless the shareholders of the Company immediately prior to such merger, consolidation or other transaction beneficially own, directly or indirectly, in substantially the same proportion as they owned the
Voting Stock of the Company, all of the Voting Stock or other ownership interests of the entity or entities, if any, that succeed to the business of the Company); or 
 (v) the Company combines with another company and is the surviving corporation but, immediately after the combination, the shareholders of
the Company immediately prior to the combination hold, directly or indirectly, 50% or less of the Voting Stock of the combined company (there being excluded from the number of shares held by such shareholders, but not from the Voting Stock of the
combined company, any shares received by Affiliates (as defined below) of such other company in exchange for stock of such other company). 
 For the purpose
of this definition of “Change in Control,” (I) an “Affiliate” of a person or other entity shall mean a person or other entity that directly or indirectly controls, is controlled by, or is under common control with the person
or other entity specified and (II) “Voting Stock” shall mean capital stock of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the directors of a corporation.

 (d) Defense Costs: attorneys’ fees and expenses and costs of investigation paid or incurred in connection with investigating,
defending, prosecuting (subject to Section 2(b)), being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding relating to any Type 2 Indemnifiable Event. 
  

 2 








 (e) Expenses: any expense, liability, or loss, including attorneys’ fees, judgments, fines,
ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, any federal, state, local, or foreign taxes imposed as a result of the actual or deemed receipt of any payments
under this Agreement, and all other costs and obligations, paid or incurred in connection with investigating, defending, prosecuting (subject to Section 2(b)), being a witness in, participating in (including on appeal), or preparing for any of
the foregoing in, any Proceeding relating to any Type 1 Indemnifiable Event. 
 (f) Indemnifiable Event: (i) any event or
occurrence that takes place either prior to or after the execution of this Agreement, related to the fact that Indemnitee is or was a director or officer of the Company, or while a director or officer is or was serving at the request of the Company
as a director, officer, employee, trustee, agent, or fiduciary of another foreign or domestic corporation, partnership, limited liability company, joint venture, employee benefit plan, trust, or other enterprise, or was a director, officer,
employee, or agent of a foreign or domestic corporation that was a predecessor corporation of the Company or of another enterprise at the request of such predecessor corporation, or related to anything done or not done by Indemnitee in any such
capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent of the Company, as described
above or (ii) any event or occurrence that takes place either prior to or after the execution of the First Amended Agreement, related to the fact that Indemnitee is or was a director, officer, employee, trustee, agent, or fiduciary of another
foreign or domestic corporation, partnership, limited liability company, joint venture, employee benefit plan, trust, or other enterprise and that relates to the subject matter of the investigations referred to in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2004 or any other investigation (whether or not the Company is a target of such investigation) by any government entity covering subject matter that is substantially similar to the subject matter of, or
arises out of, the foregoing investigations. 
 (g) Independent Counsel: the person or body appointed in connection with
Section 3. 
 (h) Proceeding: any threatened, pending, or completed action, suit, or proceeding or any alternative dispute
resolution mechanism (including an action by or in the right of the Company), or any inquiry, hearing, or investigation, whether conducted by the Company or any other party, that Indemnitee in good faith believes might lead to the institution of any
such action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other. 
 (i) Reviewing Party: the person
or body appointed in accordance with Section 3. 
 (j) Type 1 Indemnifiable Event: an Indemnifiable Event of the type described
in clause (i) of the definition of Indemnifiable Event. 
  

 3 








 (k) Type 2 Indemnifiable Event: an Indemnifiable Event of the type described in clause
(ii) of the definition of Indemnifiable Event. 
 (l) Voting Securities: any securities of the Company that vote generally in the
election of directors. 
 2. Agreement to Indemnify. 
 (a) General Agreement. In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by
reason of (or arising in part out of) a Type 1 Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by law, as the same exists or may hereafter be amended or interpreted
(but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto). In the event Indemnitee was, is, or
becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) a Type 2 Indemnifiable Event, the Company shall indemnify
Indemnitee from and against any and all Defense Costs to the fullest extent permitted by law, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such
amendment or interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto). The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by
statute, including, without limitation, any indemnification provided by the Company’s Articles of Association, vote of its shareholders or disinterested directors, or applicable law. 
 (b) Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification
pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such
Proceeding; (ii) the Proceeding is one to enforce indemnification rights under Section 5; or (iii) the Proceeding is instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on the
Board who were directors immediately prior to such Change in Control) and Independent Counsel has approved its initiation. 
 (c) Expense
Advances. If so requested by Indemnitee, the Company shall advance (within ten business days of such request) any and all Expenses (in the case of a Type 1 Indemnifiable Event) or Defense Costs (in the case of a Type 2 Indemnifiable Event) to
Indemnitee (in either case, an “Expense Advance”); provided that, (i) such an Expense Advance shall be made only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is
ultimately determined that Indemnitee is not entitled to be indemnified by the Company, and (ii) if and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the
Company shall be entitled to be reimbursed by 

  

 4 








 
Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in
a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be
indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal
therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. 
 (d) Mandatory Indemnification. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the
merits or otherwise in defense of any Proceeding relating in whole or in part to a Type 1 Indemnifiable Event or in defense of any issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

 (e) Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for
some or a portion of Expenses (in the case of a Type 1 Indemnifiable Event) or Defense Costs (in the case of a Type 2 Indemnifiable Event), but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the
portion thereof to which Indemnitee is entitled. 
 (f) Prohibited Indemnification. No indemnification pursuant to this Agreement
shall be paid by the Company: 
 (i) on account of any Proceeding in which judgment is rendered against Indemnitee for an
accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state, or
local laws; or 
 (ii) if a court of competent jurisdiction by a final judicial determination, shall determine that such
indemnity is not permitted under applicable law. 
 3. Reviewing Party. Prior to any Change in Control, the Reviewing Party shall be
any appropriate person or body consisting of a member or members of the Board or any other person or body appointed by the Board who is not a party to the particular Proceeding with respect to which Indemnitee is seeking indemnification; after a
Change in Control, the Independent Counsel referred to below shall become the Reviewing Party. With respect to all matters arising after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who
were directors immediately prior to such Change in Control) concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or under applicable law or the Company’s Articles of
Association now or hereafter in effect relating to indemnification for Indemnifiable Events, the 

  

 5 








 
Company shall seek legal advice only from Independent Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably
withheld), and who has not otherwise performed services for the Company or the Indemnitee (other than in connection with indemnification matters) within the last five years. The Independent Counsel shall not include any person who, under the
applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. Such counsel, among other
things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee should be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent
Counsel and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the engagement of Independent Counsel pursuant hereto.

 4. Indemnification Process and Appeal. 
 (a) Indemnification Payment. Indemnitee shall be entitled to indemnification of Expenses (in the case of a Type 1 Indemnifiable
Event) or Defense Costs (in the case of a Type 2 Indemnifiable Event), and shall receive payment thereof, from the Company in accordance with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for
indemnification, unless the Reviewing Party has given a written opinion to the Company that Indemnitee is not entitled to indemnification under applicable law. 
 (b) Suit to Enforce Rights. Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification
within thirty days after making a demand in accordance with Section 4(a), Indemnitee shall have the right to enforce its indemnification rights under this Agreement by commencing litigation in any court in the U.S. District Court for the
Southern District of New York having subject matter jurisdiction thereof seeking an initial determination by the court or challenging any determination by the Reviewing Party or any aspect thereof. The Company hereby consents to service of process
and to appear in any such proceeding. Any determination by the Reviewing Party not challenged by Indemnitee shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies
available to Indemnitee at law or in equity. 
 (c) Defense to Indemnification, Burden of Proof, and Presumptions. It
shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Expenses or Defense Costs incurred in defending a Proceeding in advance of its final
disposition where the required undertaking has been tendered to the Company) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any determination by
the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proving such a defense or determination shall be on the Company. Neither the failure of the Reviewing Party or the Company (including
its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action by Indemnitee that indemnification of the claimant is proper under the circumstances because Indemnitee has met the
standard of conduct set forth in applicable law, nor 

  

 6 








 
an actual determination by the Reviewing Party or Company (including its Board, independent legal counsel, or its stockholders) that the Indemnitee had not
met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. For purposes of this Agreement, to the fullest extent permitted by law, the
termination of any claim, action, suit, or proceeding, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that
Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. 
 5. Indemnification for Expenses Incurred in Enforcing Rights. The Company shall indemnify Indemnitee against any and all out-of-pocket expenses
that are incurred by Indemnitee in connection with any action brought by Indemnitee for 
 (a) indemnification or advance
payment of Expenses (in the case of a Type 1 Indemnifiable Event) or Defense Costs (in the case of a Type 2 Indemnifiable Event) by the Company under this Agreement or any other agreement or under applicable law or the Company’s Articles of
Association now or hereafter in effect relating to indemnification for Indemnifiable Events, and/or 
 (b) recovery under
directors’ and officers’ liability insurance policies maintained by the Company, 
 but only in the event that Indemnitee ultimately
is determined to be entitled to such indemnification or insurance recovery, as the case may be. In addition, the Company shall, if so requested by Indemnitee, advance such out-of-pocket expenses to Indemnitee, subject to and in accordance with
Section 2(c). 
 6. Notification and Defense of Proceeding. 
 (a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in
respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve the Company from any liability that it may have to Indemnitee, except
as provided in Section 6(c). 
 (b) Defense. This Section 6(b) shall apply only to Type 1 Indemnifiable
Events. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and, except as otherwise provided below, to the extent
the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to
Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable 

  

 7 








 
costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related
thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has
reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the
Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of
such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall
have made the determination provided for in (ii), (iii) and (iv) above. 
 (c) Settlement of Claims. The
Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, such consent not to be unreasonably withheld; provided,
however, that if a Change in Control has occurred (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the Company shall be liable for indemnification
of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s
written consent. The Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of
such action; the Company’s liability hereunder shall not be excused if participation in the Proceeding by the Company was barred by this Agreement. 
 7. Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in
Control) the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses
(in the case of a Type 1 Indemnifiable Event) or Defense Costs (in the case of a Type 2 Indemnifiable Event) reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in,
and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide
that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses (in the
case of a Type 1 Indemnifiable Event) or Defense Costs (in the case of a Type 2 Indemnifiable Event) to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required
to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in 

  

 8 








 
accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall
be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the
case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement.
All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the
Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust. 
 8. Non-Exclusivity. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company’s
Articles of Association, applicable law, or otherwise; provided, however, that this Agreement shall supersede any prior indemnification agreement between the Company and the Indemnitee. To the extent that a change in applicable law (whether by
statute or judicial decision) permits greater indemnification than would be afforded currently under the Company’s Articles of Association, applicable law, or this Agreement, it is the intent of the parties that Indemnitee enjoy by this
Agreement the greater benefits so afforded by such change. 
 9. Liability Insurance. To the extent the Company maintains an insurance
policy or policies providing general and/or directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for
any Company director or officer. 
 10. Continuation of Contractual Indemnity or Period of Limitations. All agreements and obligations
of the Company contained herein shall continue for so long as Indemnitee shall be subject to, or involved in, any proceeding for which indemnification is provided pursuant to this Agreement. Notwithstanding the foregoing, no legal action shall be
brought and no cause of action shall be asserted by or on behalf of the Company or any Affiliate of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors, or personal or legal representatives after the expiration of two years
from the date of accrual of such cause of action, or such longer period as may be required by Cayman Islands law under the circumstances. Any claim or cause of action of the Company or its Affiliate shall be extinguished and deemed released unless
asserted by the timely filing and notice of a legal action within such period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, the shorter period shall govern. 
 11. Amendment of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both
of the parties hereto. No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any
other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver
thereof. 
  

 9 








 12. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to
the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the
Company effectively to bring suit to enforce such rights. 
 13. No Duplication of Payments. The Company shall not be liable under
this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, Articles of Association, or otherwise) of the amounts otherwise
indemnifiable hereunder. 
 14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by
the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs, and
personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of
the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession
had taken place. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity pertaining to an Indemnifiable Event even though he may have ceased to
serve in such capacity at the time of any Proceeding. 
 15. Severability. If any provision (or portion thereof) of this Agreement
shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions
of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void, or otherwise unenforceable, that is not itself invalid, void, or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, void, or unenforceable. 
 16. Governing Law. This Agreement shall be
governed by and construed and enforced in accordance with the laws of New York applicable to contracts made and to be performed in such State without giving effect to its principles of conflicts of laws. 
 17. Notices. All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to have
been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed to the Company at: 
  


 10 








 ACE Limited 
 ACE Global Headquarters 
 17 Woodbourne Avenue 
 Hamilton HM08 Bermuda 
 Attention: General
Counsel 
 and to Indemnitee at: 
 [insert notice information] 
 Notice of change of address shall be effective only when given in accordance with this Section. All notices complying
with this Section shall be deemed to have been received on the date of hand delivery or on the third business day after mailing. 
 18.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day specified above. 
  

	
	 ACE LIMITED

	  
  

	 Name:

	 Title:

	
	  

	 [insert name of Indemnitee]



  

 11