Indemnification agreement between the Company and Olivier Steimer



 Exhibit 10.2 
 INDEMNIFICATION AGREEMENT 
 THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered
into effective as of November 20, 2008 by and between ACE Limited, a Swiss company (the “Company”), and Olivier Steimer (“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 allow 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, (ii) specific contractual
assurance that the protection allowed 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; and 
 WHEREAS, the Company
is a New York Stock Exchange-listed and United States Securities and Exchange Commission reporting company. 
 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. 
 (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, 

  

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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 this 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. 
 (k) Type 2 Indemnifiable Event: an
Indemnifiable Event of the type described in clause (ii) of the definition of Indemnifiable Event. 
  

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 (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, unless otherwise required by law, 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 or 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, to the fullest extent permitted by law and the Company’s Articles of Association, 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 Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If
Indemnitee has commenced or commences legal proceedings in a 

  

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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 (except
Section 16 below), 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 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 

  

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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 an actual determination by the Reviewing Party or Company (including its Board, 

  

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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 costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ 

  

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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 or Escrow Account. 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 or Escrow
Account for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust or Escrow Account 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 or Escrow Account pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust or Escrow Account shall provide that
(i) the Trust or Escrow Account shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee or Escrow Agent 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 or Escrow Account 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 or Escrow Account shall continue 

  

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to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee or Escrow Agent 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 or Escrow Account 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 or Escrow Agent 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 or Escrow Account 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 or Escrow Account and shall indemnify the Trustee or Escrow Agent 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 or Escrow Account. 
 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 claim or 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 available under Swiss law under the circumstances. Any claim or cause of action of the Company or its Affiliate not brought during such time period referenced above shall be extinguished and deemed released.

 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. 
  

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 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; provided that no indemnification or
advancement of expenses provided for herein shall extend beyond what is permitted under Swiss law and further provided that no provision of this Agreement shall be upheld or be enforceable to the extent it constitutes, or its performance would
constitute, a violation of directors’ duties under Swiss law. 
  

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 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: 
 ACE Limited 
 Bärengasse 32 

Zurich, Switzerland CH-8001 
 Attention:        General Counsel 
 and to Indemnitee at: 
 Banque Cantonale Vaudoise 
 Place St.
François 14 
 P.O. Box 300 
 1001 Lausanne Switzerland 
 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
		
	By:	 	 /s/ ROBERT F. CUSUMANO

	Name:	 	Robert F. Cusumano
	Title:	 	General Counsel
	
	 /s/ OLIVIER STEIMER

	Olivier Steimer


  

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