Form of Restricted Stock Award Terms



 Exhibit 10.3 
 For Awards for Messrs. Greenberg and Cusumano 
 Restricted Stock
Award Terms 
 under the 
 ACE Limited 2004 Long-Term Incentive Plan 
 The Participant has been
granted a Restricted Stock Award by ACE Limited (the “Company”) under the ACE Limited 2004 Long-Term Incentive Plan (the “Plan”). The Restricted Stock Award shall be subject to the following Restricted Stock Award Terms:

 1. Terms of Award. The following words and phrases used in these Restricted Stock Award Terms shall have the meanings
set forth in this paragraph 1: 
  

	(a)	The “Participant” is the individual recipient of the Restricted Stock Award on the specified Grant Date. 


 

	(b)	The “Grant Date” is (Insert Date) 

  

	(c)	The number of “Covered Shares” shall be that number of shares of Stock awarded to the Participant on the Grant Date as reflected in the corporate records and
shown in the Record-Keeping System in the Participant’s individual account records. 

 Other words and phrases used in these
Restricted Stock Award Terms are defined pursuant to paragraph 9 or elsewhere in these Restricted Stock Award Terms. 
 2.
Restricted Period. Subject to the limitations of these Restricted Stock Award Terms, the “Restricted Period” for each Installment of Covered Shares of the Restricted Stock Award shall begin on the Grant Date and end as described in
the following schedule (but only if the Date of Termination has not occurred before the end of the Restricted Period): 
  

			
	 INSTALLMENT
	  	 RESTRICTED PERIOD

WILL END ON:

	1/4 of Covered Shares	  	One year anniversary of the Grant Date
	1/4 of Covered Shares	  	Two year anniversary of the Grant Date
	1/4 of Covered Shares	  	Three year anniversary of the Grant Date
	1/4 of Covered Shares	  	Four year anniversary of the Grant Date

 The Restricted Period shall end prior to the date specified in the foregoing schedule to the extent set forth below:

  

	(a)	For Installments as to which the Restricted Period has not ended prior to the Date of Termination, the Restricted Period for such Installments shall end upon the
Participant’s Date of Termination, if the Date of Termination occurs by reason of the Participant’s death. 









	(b)	For Installments as to which the Restricted Period has not ended prior to the Date of Termination, the Restricted Period for such Installments shall end upon the
Participant’s Date of Termination, if the Date of Termination occurs by reason of the Participant’s Long-Term Disability. 

  

	(c)	If the Participant’s Date of Termination is a Change in Control Date of Termination (as defined below), then, for Installments, if any, as to which the Restricted
Period has not ended prior to the Participant’s Date of Termination, the Restricted Period will end on the Change in Control Date of Termination; provided that if the Participant’s Change in Control Date of Termination occurs within the
180-day period immediately preceding the date of a Change in Control, then the Restricted Period for all unvested Installments held by the Participant on the Date of Termination will end, and those Installments will vest on the date of a Change in
Control, subject to the following: 

 (i) “Change in Control Date of Termination” means (A) the
Participant’s Date of Termination that occurs for any reason (including, without limitation, voluntary resignation of the Participant with or without Good Reason) during the first calendar month that begins on or after the six month anniversary
of the date of a Change in Control or (B) the Participant’s Date of Termination that occurs because the Company and/or any of the Related Companies terminates the Participant’s employment with the Company and/or the Related Companies
without Cause (other than due to death, a Disability or a Retirement) or because the Participant terminates his or her employment for Good Reason, provided that such termination in accordance with this clause (B) occurs during the period
commencing on the 180th day immediately preceding a Change in Control date and ending on the two year anniversary of such Change in Control date. 
 (ii) To the extent that the terms of the ACE Limited Executive Severance Plan would otherwise apply to this Restricted Stock Award, vesting shall be subject to Section 10.4(b) of that plan rather
than Section 10.4(a) of that plan. 
 (iii) For purposes of this paragraph (c), the terms “Disability,”
“Retirement,” “Cause” and “Good Reason” shall have the meanings ascribed to them in the Executive Severance Plan. 
 [The following paragraph (iv) should be included in the award terms for awards that are granted less than 181 days after the Severance Plan amendment is adopted. The paragraph should not be
included in the award terms for awards that are granted more than 180 days after the Severance Plan amendment is adopted.] 

(iv) Notwithstanding the foregoing provisions of this paragraph (c), if: (A) a Change in Control occurs before the Restricted Period
has ended for all Installments, (B) the Change in Control occurs on or before the Date of Termination, and (C) the Change in Control occurs before [insert date that is 181 days after the date of the Board’s adoption of the
Severance Plan amendment], then Restricted Period for such Installments shall end upon a Change in Control. 

  
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 3. Transfer and Forfeiture of Shares. Except as otherwise determined by the Committee
in its sole discretion, the Participant shall forfeit the Installments of the Covered Shares as of the Participant’s Date of Termination, if such Date of Termination occurs prior to the end of the Restricted Period which applies to those
Installments. If the Participant’s Date of Termination has not occurred prior to the last day of the Restricted Period with respect to any Installment of the Covered Shares, then, at the end of such Restricted Period, that Installment of
Covered Shares shall be transferred to the Participant free of all restrictions. 
 4. Withholding. All deliveries and
distributions under These Restricted Stock Award Terms are subject to withholding of all applicable taxes. At the election of the Participant, and subject to such rules and limitations as may be established by the Committee from time to time, such
withholding obligations may be satisfied through the surrender of shares of Stock which the Participant already owns, or to which the Participant is otherwise entitled under the Plan; provided, however, that such shares may be used to satisfy not
more than the Company’s minimum statutory withholding obligation (based on minimum statutory withholding rates for Federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). 

5. Transferability. Except as otherwise provided by the Committee, the Restricted Stock Award may not be sold, assigned,
transferred, pledged or otherwise encumbered during the Restricted Period. 
 6. Dividends. The Participant shall not be
prevented from receiving dividends and distributions paid on the Covered Shares of Restricted Stock merely because those shares are subject to the restrictions imposed by these Restricted Stock Award Terms and the Plan; provided, however that no
dividends or distributions shall be payable to or for the benefit of the Participant with respect to record dates for such dividends or distributions for any Covered Shares occurring on or after the date, if any, on which the Participant has
forfeited those shares. 
 7. Voting. The Participant shall not be prevented from voting the Restricted Stock Award
merely because those shares are subject to the restrictions imposed by these Restricted Stock Award Terms and the Plan; provided, however, that the Participant shall not be entitled to vote Covered Shares with respect to record dates for any Covered
Shares occurring on or after the date, if any, on which the Participant has forfeited those shares. 
 8. Deposit of
Restricted Stock Award. Each certificate issued in respect of the Covered Shares awarded under these Restricted Stock Award Terms shall be registered in the name of the Participant and shall be deposited in a bank designated by the Committee.

 9. Definitions. For purposes of these Restricted Stock Award Terms, words and phrases shall be defined as follows:

  

	(a)	Change in Control. The term “Change in Control” shall be defined as set forth in the Plan. 


 

	(b)	 Date of Termination. A Participant’s “Date of Termination” means, with respect to an employee, the date on which the
Participant’s employment with the Company and Related Companies terminates for any reason, and with respect to a Director, the date 



  
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immediately following the last day on which the Participant serves as a Director; provided that a Date of Termination shall not be deemed to occur by reason of a Participant’s transfer of
employment between the Company and a Related Company or between two Related Companies; further provided that a Date of Termination shall not be deemed to occur by reason of a Participant’s cessation of service as a Director if immediately
following such cessation of service the Participant becomes or continues to be employed by the Company or a Related Company, nor by reason of a Participant’s termination of employment with the Company or a Related Company if immediately
following such termination of employment the Participant becomes or continues to be a Director; and further provided that a Participant’s employment shall not be considered terminated while the Participant is on a leave of absence from the
Company or a Related Company approved by the Participant’s employer. 

  

	(c)	Director. The term “Director” means a member of the Board, who may or may not be an employee of the Company or a Related Company.


  

	(d)	Long-Term Disability. A Participant shall be considered to have a “Long-Term Disability” if the Participant is determined to be eligible for long-term
disability benefits under the long-term disability plan in which the Participant participates and which is sponsored by the Company or a Related Company; or if the Participant does not participate in a long-term disability plan sponsored by the
Company or a Related Company, then the Participant shall be considered to have a “Long-Term Disability” if the Committee determines, under standards comparable to those of the Company’s long-term disability plan, that the Participant
would be eligible for long-term disability benefits if he or she participated in such plan. 

  

	(e)	Plan Definitions. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in these
Restricted Stock Award Terms. 

 10. Heirs and Successors. These Restricted Stock Award Terms shall be
binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and
business. If any benefits deliverable to the Participant under these Restricted Stock Award Terms have not been delivered at the time of the Participant’s death, such benefits shall be delivered to the Designated Beneficiary, in accordance with
the provisions of these Restricted Stock Award Terms and the Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as
the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable
to the Participant shall be distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the complete
distribution of benefits to the Designated Beneficiary under these Restricted Stock Award Terms, then any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated
Beneficiary. 

  
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 11. Administration. The authority to manage and control the operation and
administration of these Restricted Stock Award Terms shall be vested in the Committee, and the Committee shall have all powers with respect to these Restricted Stock Award Terms as it has with respect to the Plan. Any interpretation of these
Restricted Stock Award Terms by the Committee and any decision made by it with respect to these Restricted Stock Award Terms are final and binding on all persons. 
 12. Plan and Corporate Records Govern. Notwithstanding anything in these Restricted Stock Award Terms to the contrary, these Restricted Stock Award Terms shall be subject to the terms of the Plan,
a copy of which may be obtained by the Participant from the office of the Secretary of the Company; and these Restricted Stock Award Terms are subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time
to time pursuant to the Plan. Notwithstanding anything in the Restricted Stock Award Terms to the contrary, in the event of any discrepancies between the corporate records regarding this award and the Record-Keeping System, the corporate records
shall control. 
 13. Not An Employment Contract. The Restricted Stock Award will not confer on the Participant any right
with respect to continuance of employment or other service with the Company or any Related Company, nor will it interfere in any way with any right the Company or any Related Company would otherwise have to terminate or modify the terms of such
Participant’s employment or other service at any time. 
 14. Notices. Any written notices provided for in these
Restricted Stock Award Terms or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received
three business days after mailing but in no event later than the date of actual receipt. Notices shall be directed, if to the Participant, at the Participant’s address indicated by the Company’s records, or if to the Company, at the
Company’s principal executive office. 
 15. Fractional Shares. In lieu of issuing a fraction of a share, resulting
from an adjustment of the Restricted Stock Award pursuant to paragraph 5.2(f) of the Plan or otherwise, the Company will be entitled to pay to the Participant an amount equal to the fair market value of such fractional share. 

16. Amendment. These Restricted Stock Award Terms may be amended in accordance with the provisions of the Plan, and may otherwise
be amended by written agreement of the Participant and the Company without the consent of any other person. 
 IN WITNESS
WHEREOF, the Company has caused these presents to be executed in its name and on its behalf, all as of the Grant Date. 
  

			
	ACE LIMITED
		
	By:	 	  

	Its	 	  




  
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