ACE Limited Elective Deferred Compensation Plan



 Exhibit 10.39 
 ACE LIMITED 
 ELECTIVE DEFERRED COMPENSATION PLAN 
 (Effective January 1, 2005) 
 The
ACE Limited Elective Deferred Compensation Plan is hereby adopted effective January 1, 2005 by ACE Limited to permit Eligible Employees to defer receipt of certain compensation pursuant to the terms and provisions set forth below. Effective
January 1, 2009, participation in the Plan will continue only to the extent amounts deferred and credited are not subject to Code section 457A. 
 The Plan is intended (1) to comply with Code section 409A and official guidance issued thereunder for credited amounts earned and vested after December 31, 2004, while credited amounts earned and vested
prior to January 1, 2005 (and applicable earnings credited on these amounts) are not intended to be subject to the provisions of Code section 409A, to the full extent permitted under by Code section 409A and official guidance, and (2) to
be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3)
and 401(a)(1) of ERISA. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions. The Plan document and Plan procedures in effect on December 31,
2004 will remain in full force and effect for the Grandfathered Amounts and is labeled Attachment A. 
 ARTICLE I 
 DEFINITIONS 
 Wherever used herein the
following terms shall have the meanings hereinafter set forth: 
 “Account” means a bookkeeping account established by the
Company for each Participant electing to defer Eligible Income under the Plan. 
 “Affiliate” means any corporation or other
entity that is treated as a single employer with the Company under section 414 of the Code. 
 “Base Salary” means the
regular base salary paid to an Eligible Employee by the Company or an Affiliate. 
 “Code” means the Internal Revenue Code
of 1986, as amended. 
 “Committee” means the Pension Committee of ACE Limited. 
 “Company” means ACE Limited or any successor corporation or other entity. 







 “Deferral Form” means a written form provided by the Committee pursuant to which an
Eligible Employee may elect to defer amounts under the Plan. 
 “Disabled” means a Participant (1) is unable to engage
in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (2) is, by
reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less
than three months under an accident and health plan covering employees of the Participant’s employer. 
 “Eligible
Employee” means an Employee who is designated by the Committee as belonging to a “select group of management or highly compensated employees,” as such phrase is defined under ERISA, and eligible to participate in the Plan. Any
determination of the Committee regarding whether an Employee is an Eligible Employee shall be final and binding for all Plan purposes. 
 “Eligible Income” means Base Salary and Incentive Awards. Eligible Income does not include irregular, non-recurring types of compensation. 
 “Employee” means an individual who is a regular employee on the U.S. payroll of the Company or its Affiliates. The term “Employee” shall not include a person hired as an independent
contractor, leased employee, consultant, or a person otherwise designated by the Company or an Affiliate as not eligible to participate in the Plan, even if such person is determined to be an “employee” of the Company or an Affiliate by
any governmental or judicial authority. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

 “Incentive Award” means an amount payable to an Eligible Employee under an annual bonus or incentive compensation plan of
the Company or an Affiliate. 
 “Investment Options” means the investment options, as determined from time to time by the
Committee, used to credit earnings, gains and losses on Account balances. 
 “Key Employee” means an Employee treated as a
“specified employee” under Code section 409A(a)(2)(B)(i), i.e., a key employee (as defined in Code section 416(i) without regard to paragraph (5) thereof) of the Company if the Company’s stock is publicly traded on an
established securities market or otherwise. Key Employees shall be determined in accordance with Code section 409A using a [December 31] identification date. 
 “Participant” means an Eligible Employee who elects to defer amounts under the Plan. 
 “Payment Date” means the first business day of the year following an event triggering a payment or a date, provided the date is specified. 
  

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 “Plan” means the ACE Limited Elective Deferred Compensation Plan, as set forth herein
and as amended from time to time. 
 “Plan Year” means January 1 through December 31. 
 “Separation from Service” or “Separate from Service” means a “separation from service” within the meaning of
Code section 409A. 
 ARTICLE II 
 PARTICIPATION 
 Participation in the Plan shall be limited to Eligible Employees. The Committee shall notify any Employee of
his status as an Eligible Employee at such time and in such manner as the Committee shall determine. An Eligible Employee shall become a Participant by making a deferral election under Article III. 
 ARTICLE III 
 PARTICIPANT ACCOUNTS

 3.1 Deferral Elections. Deferrals may be made by a Participant with respect to the following types of Eligible Income, as
permitted by the Committee: 
 (a) Base Salary. An Eligible Employee may elect to defer any portion of his Base Salary, as specified on
election forms provided to Eligible Employees. 
 (b) Incentive Awards. An Eligible Employee may elect to defer any portion of an
Incentive Award up to 100%. 
 (c) Other amounts designated by the Committee as Eligible Income. 
 In order to elect to defer Eligible Income earned during a Plan Year, an Eligible Employee shall file an irrevocable Deferral Form with the Committee
before the beginning of such Plan Year. Notwithstanding the foregoing, (1) if the Committee determines that an Incentive Award qualifies as “performance-based compensation” under Code section 409A, an Eligible Employee may elect to
defer a portion of the Incentive Award by filing a Deferral Form at such later time as permitted by the Committee, and (2) in the first year in which an Employee becomes eligible to participate in the Plan, a deferral election may be made with
respect to services to be performed subsequent to the election within 30 days after the date the Employee becomes eligible to participate in the Plan. 
  

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 3.2 Crediting of Deferrals. Eligible Income deferred by a Participant under the Plan shall be
credited to the Participant’s Account as soon as practicable after the amounts would have otherwise been paid to the Participant. 
 3.3
Vesting. A Participant shall at all times be 100% vested in any amounts credited to his Account. 
 3.4 Earnings. The Company
shall periodically credit gains, losses and earnings to a Participant’s Account, until the full balance of the Account has been distributed. Amounts shall be credited to a Participant’s Account under this Section based on the results that
would have been achieved had amounts credited to the Account been invested as soon as practicable after crediting into the Investment Options selected by the Participant. The Committee shall specify procedures to allow Participants to make elections
as to the deemed investment of amounts newly credited to their Accounts, as well as the deemed investment of amounts previously credited to their Accounts. Nothing in this Section or otherwise in the Plan, however, will require the Company to
actually invest any amounts in such Investment Options or otherwise. 
 ARTICLE IV 
 DISTRIBUTION OF ACCOUNT BALANCE 
 The
provisions of this Article IV shall apply only to amounts subject to Code section 409A. Distribution rules applicable to amounts credited and vested before January 1, 2005 (and the earnings credited on those amounts) are set forth in Schedule
A. 
 4.1. Distribution Upon Separation. A Participant’s Account balance shall normally be distributed to him in a lump sum
payment on the Payment Date following the Participant’s Separation from Service. A Participant may elect on a Deferral Form delivered to the Committee prior to the beginning of a Plan Year to have the portion of his Account related to amounts
deferred during the Plan Year (and earnings thereon) distributed in annual installments over a period of up to 10 years with payments commencing on the Payment Date following the Participant’s Separation from Service. Notwithstanding any
elections by a Participant, if the Participant’s Account balance is $10,000 or less at the time the Participant Separates from Service, the full Account balance shall be distributed in a lump sum payment at such time. 
 Notwithstanding the foregoing, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six months after
the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). 
 4.2. Distribution
as of Specified Date. A Participant may elect on a Deferral Form delivered to the Committee prior to the beginning of a Plan Year to have the portion of his Account related to amounts deferred during the Plan Year (and earnings thereon) paid to
the Participant as of a specified date. If expressly elected by a Participant in writing, the Payment Date may be the later or earlier of a specified date or Separation from Service. 
  

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 4.3. Distribution Upon Disability. If a Participant becomes Disabled, his Account balance will be
distributed in a lump sum payment on the Payment Date following the date the Participant becomes Disabled. 
 4.4. Distributions Upon
Death. If a Participant dies before full distribution of his Account balance, any remaining balance shall be distributed in a lump sum payment on the Payment Date following the Participant’s death to the Participant’s beneficiary. A
Participant shall designate his beneficiary in a writing delivered to the Committee prior to death in accordance with procedures established by the Committee. If a Participant has not properly designated a beneficiary or if no designated beneficiary
is living on the date of distribution, such amount shall be distributed to the Participant’s estate. 
 4.5. Withdrawals for
Unforeseeable Emergency. A Participant may withdraw all or any portion of his Account balance for an Unforeseeable Emergency. The amounts distributed with respect to an Unforeseeable Emergency may not exceed the amounts necessary to satisfy such
Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance
or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by cessation of deferrals under the Plan. “Unforeseeable Emergency” means
for this purpose a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code section 152(a)) of the Participant, loss of the
Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. 
 A Participant’s deferral election for the Plan Year in which he obtains a distribution under this section shall be cancelled. 
 4.6. Change in Control. For amounts credited and vested after December 31, 2004, notwithstanding any provision in the Plan to the contrary, a
Participant’s Account balance under the Plan shall be distributed in an immediate lump sum payment on the Payment Date following the occurrence of a “Change in Control Event.” 
 A “Change in Control Event” means an event described in IRS regulations or other guidance under Code section 409A(a)(2)(A)(v). 
 Generally, to constitute a Change in Control Event as to a Participant, the Change in Control Event must relate to (i) the corporation for whom the
Participant is performing services at the time of the Change in Control Event, (ii) the corporation that is liable for the payment of Plan benefits to the Participant (or all corporations liable for the payment if more than one corporation is
liable), or (iii) a corporation that is a majority shareholder of a corporation identified in (i) or (ii), or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the
chain, ending in a corporation identified in (i) or (ii). The ultimate parent corporation in such a chain shall be referred to as the “Parent.” 
  

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 Generally, a Change in Control Event occurs on the date that: 
  

	 	(a)	any one person, or more than one person acting as a group, acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more
than 50 percent of the total fair market value or total voting power of the stock of such corporation; 

  

	 	(b)	any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or
persons) ownership of stock of the corporation possessing 35 percent or more of the total voting power of the stock of such corporation; 

  

	 	(c)	a majority of members of the corporation’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of
the members of the corporation’s board of directors prior to the date of the appointment or election, provided that for purposes of this paragraph (c) the term “corporation” refers solely to the Parent; or


  

	 	(d)	any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or
persons) assets from the corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For
this purpose, “gross fair market value” means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. 

 4.7 Changes in Time or Form of Distribution. A Participant may make an election to change the time or form of a distribution, but only if the
following conditions are satisfied: 
  

	 	(a)	The election may not take effect until at least twelve (12) months after the date on which the election is made; 

  

	 	(b)	In the case of an election to change the time and form of a distribution under Sections 4.1, 4.2, or 4.6, a distribution may not be made earlier than at least five (5) years
from the date the distribution would have otherwise been made; 

  

	 	(c)	In the case of an election to change the time and form of a distribution under Section 4.2, the election must be made at least twelve (12) months before the date of the
first scheduled distribution; and 

  

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	 	(d)	The election may not result in an impermissible acceleration of payment prohibited under Code section 409A. 

 4.8 Effect of Taxation. If a portion of the Participant’s Account balance is includible in income under Code section 409A, such portion shall
be distributed immediately to the Participant. 
 4.9 Permitted Delays. Notwithstanding the foregoing, any payment to a Participant
under the Plan shall be delayed upon the Committee’s reasonable anticipation of one or more of the following events: 
  

	 	(a)	The Company’s deduction with respect to such payment otherwise would be limited or eliminated by application of Code section 162(m); 

  

	 	(b)	The making of the payment would violate a term of a loan agreement to which the Company or one of its Affiliates is a party, or other similar contract to which the Company or one of
its Affiliates is a party, and such violation would cause material harm to the Company or one of its Affiliates; or 

  

	 	(c)	The making of the payment would violate Federal securities laws or other applicable law; 

 provided, that any payment subject to this Section 4.9 shall be paid in accordance with Code section 409A. 
 ARTICLE V 
 ADMINISTRATION 
 5.1. General Administration. The Committee shall be responsible for the operation and administration of the Plan and for carrying out the provisions hereof. The Committee shall have the full authority and
discretion to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with this
Plan. Any such action taken by the Committee shall be final and conclusive on any party. To the extent the Committee has been granted discretionary authority under the Plan, the Committee’s prior exercise of such authority shall not obligate it
to exercise its authority in a like fashion thereafter. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person
employed or engaged by the Company with respect to the Plan. The Committee may, from time to time, employ agents and delegate to such agents, including employees of the Company, such administrative or other duties as it sees fit. 
  

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 5.2. Claims for Benefits. 
 (a) Filing a Claim. A Participant or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and
submitted to the Committee at such address as may be specified from time to time. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in
writing to a claimant. 
 (b) Denial of Claim. In the case of the denial of a claim respecting benefits paid or payable with respect
to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Committee. If special circumstances (such as for a hearing) require a longer period, the claimant will be notified
in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period. 
 (c) Reasons for Denial. A denial or partial denial of a claim will be dated and signed by the Committee and will clearly set forth: 
  

	 	(i)	the specific reason or reasons for the denial; 

  

	 	(ii)	specific reference to pertinent Plan provisions on which the denial is based; 

  

	 	(iii)	a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and


  

	 	(iv)	an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under ERISA section
502(a) following an adverse benefit determination on review. 

 (d) Review of Denial. Upon denial of a claim, in whole
or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Committee within 60 days of
the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other
information relevant to the claimant’s claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim,
without regard to whether such information was submitted or considered in the initial benefit determination. 
  

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 If the claimant fails to file a request for review within 60 days of the denial notification, the claim
will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence
on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim. 
 (e)
Decision Upon Review. The Committee will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth: 
  

	 	(i)	the specific reason or reasons for the adverse determination; 

  

	 	(ii)	specific reference to pertinent Plan provisions on which the adverse determination is based; 

  

	 	(iii)	a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to
the claimant’s claim for benefits; and 

  

	 	(iv)	a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of
the claimant’s right to bring an action under ERISA section 502(a). 

 A decision will be rendered no more than 60 days
after the Committee’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Committee determines that special circumstances (such as for a hearing) require such extension. If an extension of
time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period. 
 (f)
Finality of Determinations; Exhaustion of Remedies. To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan
shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which
the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was
an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure. 
 (g) Limitations
Period. Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than one year following a final decision on the claim for benefits by the Committee. The one-year limitation on suits for benefits
will apply in any forum where a claimant initiates such suit or legal action. 
  

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 (h) Disability Claims. Claims for disability benefits shall be determined in accordance with the
terms of the ACE Limited disability plan, provided the provisions of that plan comply with the proposed regulations promulgated under Code section 409A. 
 5.3. Indemnification. To the extent not covered by insurance, the Company shall indemnify the Committee, each employee, officer, director, and agent of the Company, and all persons formerly serving in such
capacities, against any and all liabilities or expenses, including all legal fees relating thereto, arising in connection with the exercise of their duties and responsibilities with respect to the Plan, provided however that the Company shall not
indemnify any person for liabilities or expenses due to that person’s own gross negligence or willful misconduct. 
 ARTICLE VI 

 AMENDMENT AND TERMINATION 
 6.1 Amendment or Termination. The Company, through its Board of Directors or through the Compensation Committee of the Board of Directors, reserves the right to amend or terminate the Plan in the sole discretion of the Company. In
addition, the Committee has been granted the power to amend the Plan with certain limitations placed on this power by the Compensation Committee. 
 6.2 Effect of Amendment or Termination. No amendment or termination of the Plan shall adversely affect the rights of any Participant to amounts credited to his Account as of the effective date of such amendment or termination. Upon
termination of the Plan, distribution of balances in Accounts shall be made to Participants and beneficiaries in the manner and at the time described in Article IV , unless the Company determines in its sole discretion that all such amounts shall be
distributed upon termination in accordance with the requirements under Code section 409A. Upon termination of the Plan, no further deferrals of Eligible Income shall be permitted; however, earnings, gains and losses shall continue to be credited to
Account balances in accordance with Article III until the Account balances are fully distributed. 
 ARTICLE VII 
 GENERAL PROVISIONS 
 7.1 Rights
Unsecured. The right of a Participant or his beneficiary to receive a distribution hereunder shall be an unsecured claim against the general assets of the Company, and neither the Participant nor his beneficiary shall have any rights in or
against any amount credited to any Account or any other assets of the Company. The Plan at all times shall be considered entirely unfunded for tax purposes. Any funds set aside by the Company for the purpose of meetings its obligations under the
Plan, including any amounts held by a trustee, shall continue for all purposes to be part of the general assets of the Company and shall be available to its general creditors in the event of the Company’s bankruptcy or insolvency. The
Company’s obligation under this Plan shall be that of an unfunded and unsecured promise to pay money in the future. 
  

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 7.2 No Guarantee of Benefits. Nothing contained in the Plan shall constitute a guarantee by the
Company or any other person or entity that the assets of the Company will be sufficient to pay any benefits hereunder. 
 7.3 No
Enlargement of Rights. No Participant or beneficiary shall have any right to receive a distribution under the Plan except in accordance with the terms of the Plan. Establishment of the Plan shall not be construed to give any Participant the
right to continue to be employed by or provide services to the Company. 
 7.4 Spendthrift Provision. No interest of any person in, or
right to receive a distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution
be taken, either voluntarily or involuntarily for the satisfaction of the debts of, or other obligations or claims against, such person. 
 7.5 Applicable Law. To the extent not preempted by federal law, the Plan shall be governed by the laws of Bermuda. 
 7.6
Incapacity of Recipient. If any person entitled to a distribution under the Plan is deemed by the Committee to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until a claim for such payment
shall have been made by a duly appointed guardian or other legal representative of such person, the Committee may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for
the care and maintenance of such person. Any such payment shall be a payment for the account of such person and a complete discharge of any liability of the Company and the Plan with respect to the payment. 
 7.7 Taxes. The Company or other payor may withhold from a benefit payment under the Plan or a Participant’s wages, or the Company may reduce
a Participant’s Account balance, in order to meet any federal, state, or local tax withholding obligations with respect to Plan benefits. The Company or other payor shall report Plan payments and other Plan-related information to the
appropriate governmental agencies as required under applicable laws. 
 7.8 Corporate Successors. The Plan and the obligations of the
Company under the Plan shall become the responsibility of any successor to the Company by reason of a transfer or sale of substantially all of the assets of the Company or by the merger or consolidation of the Company into or with any other
corporation or other entity. 
 7.9 Unclaimed Benefits. Each Participant shall keep the Committee informed of his current address and
the current address of his designated beneficiary. The Committee shall not be obligated to search for the whereabouts of any person if the location of a person is not made known to the Committee. 
  

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 7.10 Severability. In the event any provision of the Plan shall be held invalid or illegal for any
reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted. 
 7.11 Words and Headings. Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa,
unless qualified by the context. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof. 
 IN WITNESS WHEREOF, ACE LIMITED has caused this ACE Limited Elective Deferred Compensation Plan to be executed by its duly authorized officer on this      day of
            , 200  . 
  

			
	 ACE LIMITED

		
	 By:
	 	  



  

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 ATTACHMENT A 
 ACE Limited Elective Deferred Compensation Plan as in effect December 31, 2004 
 Refer to exhibit 10.1 to Form 10-Q filed on February 13,
1998. 
 Refer to exhibit 10.6 to Form 10-K filed on March 18, 2002. 
  


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