EXHIBIT 10.7

                   SECOND AMENDMENT TO CREDIT AGREEMENTS

         This Second Amendment dated as of March 15, 2000 amends (i) the
$2,050,000,000 Credit Agreement dated as of June 11, 1999, as amended as of
November 16, 1999, among ACE INA Holdings Inc. ("ACE INA"), ACE Limited
("Parent"), certain subsidiary guarantors, various lenders, Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("ML&Co."), as Lead Arranger and
Syndication Agent, and Morgan Guaranty Trust Company of New York ("MGT"),
as Administrative Agent, (ii) the $750,000,000 Credit Agreement dated as of
June 11, 1999, as amended as of November 16, 1999, among Parent, ACE
Bermuda Insurance Ltd. ("ACE Bermuda"), Tempest Reinsurance Company Limited
("Tempest"), ACE INA, ML&Co., as Lead Arranger and Syndication Agent, and
MGT, as Administrative Agent, and (iii) the $250,000,000 Credit Agreement
dated as of June 11, 1999, as amended as of November 16, 1999, among
Parent, ACE Bermuda, Tempest, ACE INA, Mellon Bank, as Issuing Bank,
ML&Co., as Lead Arranger and Syndication Agent, and MGT, as Administrative
Agent (collectively the "Agreements").

         Parent and the Required Lenders (as defined in each of the
Agreements) and, in the case of the Agreement referred to in clause (i) of
the preceding paragraph (the "ACE INA Agreement"), ACE INA hereby agree
that each of the Agreements shall be amended as follows:

1.   Section 1.01 of each of the Agreements is amended to add thereto
     in the appropriate alphabetical position the following
     definition:

                           "Securitization Transaction" means any sale,
                  assignment or other transfer by Parent or any Subsidiary
                  of any accounts receivable, premium finance loan
                  receivables, lease receivables or other payment
                  obligations owing to Parent or such Subsidiary or any
                  interest in any of the foregoing, together in each case
                  with any collections and other proceeds thereof, any
                  collection or deposit accounts related thereto, and any
                  collateral, guaranties or other property or claims in
                  favor of Parent or such Subsidiary supporting or securing
                  payment by the obligor thereon of, or otherwise related
                  to, any such receivables.

2.   Section 5.01(h) of each of the Agreements is amended to read in its
     entirety as follows:

                           (h) Transactions with Affiliates. Conduct, and
                  cause each of its Subsidiaries to conduct, all
                  transactions otherwise permitted under the Loan Documents
                  with any of their Affiliates (other than any such
                  transactions between Loan Parties or wholly-owned
                  Subsidiaries of Loan Parties) on terms that are fair and
                  reasonable and no less favorable than it would obtain in
                  a comparable arm's-length transaction with a Person not
                  an Affiliate.




                                    -1-

<PAGE>



3.       Section 5.02(a) of each of the Agreements is amended by deleting
         the word "and" at the end of clause (xv) thereof, inserting ";
         and" at the end of clause (xvi), and adding the following clause
         (xvii) thereto:

                           (xvii) Liens arising in connection with
                  Securitization Transactions; provided that the aggregate
                  principal amount of the investment or claim held at any
                  time by all purchasers, assignees or other transferees of
                  (or of interests in) receivables and other rights to
                  payment in all Securitization Transactions shall not
                  exceed U.S.$250,000,000.

4.       Section 5.02(e) of the ACE INA Agreement and Section 5.02(d) of
         each of the other two Agreements is amended by deleting the word
         "and" at the end of the clause (v) thereof, inserting "; and" at
         the end of clause (vi) thereof, and adding the following clause
         (vii) thereto:

                           (vii) Securitization Transactions; provided that
                  the aggregate principal amount of the investment or claim
                  held at any time by all purchasers, assignees or other
                  transferees of (or of interests in) receivables and other
                  rights to payment in all Securitization Transactions
                  (together with the aggregate principal amount of any
                  other obligations secured by such Liens) shall not exceed
                  U.S.$250,000,000.

         The foregoing amendment shall become effective with respect to
each Agreement on the date on which the Administrative Agent under and as
defined in such Agreement has received counterparts hereof (by facsimile or
otherwise) signed by the Parent, the Required Lenders under such Agreement
and, in the case of the ACE INA Agreement, ACE INA. Except as amended
hereby, each Agreement shall remain in full force and effect and is hereby
ratified and confirmed in all respects.

         This Second Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. This
Second Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York.

         IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed by their respective officers thereunto duly
authorized as of the date first above written.




                                    -2-

<PAGE>



                                ACE LIMITED

The Common Seal of ACE Limited was
hereunto affixed in the presence of:

------------------------------------
Director

------------------------------------
Secretary


                                            ACE INA HOLDINGS INC.


                                            By: -------------------------------
                                            Title:



                                            MERRILL LYNCH CAPITAL CORPORATION


                                            By:--------------------------------
                                            Title:



                                            MORGAN GUARANTY TRUST COMPANY
                                                  OF NEW YORK


                                            By:--------------------------------
                                            Title:



                                            BANK OF AMERICA, N.A.


                                            By:--------------------------------
                                            Title:





                                    -3-

<PAGE>



                                            CHASE MANHATTAN BANK


                                            By:--------------------------------
                                            Title:



                                            MELLON BANK, N.A.


                                            By:--------------------------------
                                            Title:



                                            ABN-AMRO BANK N.V.


                                            By:--------------------------------
                                            Title:



                                            BANCO SANTANDER CENTRAL HISPANO,
                                            S.A.


                                            By:--------------------------------
                                            Title:



                                            THE BANK OF NEW YORK


                                            By:--------------------------------
                                            Title:




                                    -4-

<PAGE>




                                            THE BANK OF NOVA SCOTIA


                                            By:--------------------------------
                                            Title:



                                            BANK ONE, N.A. (MAIN OFFICE CHICAGO)


                                            By:--------------------------------
                                            Title:



                                            BARCLAYS BANK PLC


                                            By:--------------------------------
                                            Title:



                                            BANQUE NATIONALE DE PARIS


                                            By:--------------------------------
                                            Title:


                                            By:--------------------------------
                                            Title:



                                            THE BANK OF TOKYO-MITSUBISHI, LTD.


                                            By:--------------------------------
                                            Title:





                                    -5-

<PAGE>



                                            CIBC INC.


                                            By:--------------------------------
                                            Title:



                                            CITIBANK, N.A.


                                            By:--------------------------------
                                            Title:



                                            COMERICA BANK


                                            By:--------------------------------
                                            Title:



                                            COMMERZBANK AKTIENGESELLSCHAFT
                                             NEW YORK BRANCH


                                            By:--------------------------------
                                            Title:


                                            By:--------------------------------
                                            Title:



                                            CREDIT LYONNAIS NEW YORK BRANCH


                                            By:--------------------------------
                                            Title:





                                    -6-

<PAGE>



                                            CREDIT SUISSE FIRST BOSTON


                                            By:--------------------------------
                                            Title:



                                            By:--------------------------------
                                            Title:



                                            DEUTSCHE BANK AG, NEW YORK
                                             AND/OR CAYMAN ISLANDS BRANCHES


                                            By:--------------------------------
                                            Title:


                                            By:--------------------------------
                                            Title:



                                            FIRST UNION NATIONAL BANK


                                            By:--------------------------------
                                            Title:



                                            FLEET NATIONAL BANK


                                            By:--------------------------------
                                            Title:







                                    -7-

<PAGE>



                                            ING BANK N.V., LONDON BRANCH


                                            By:--------------------------------
                                            Title:



                                            By:--------------------------------
                                            Title:



                                            KBC BANK


                                            By:--------------------------------
                                            Title:


                                            By:--------------------------------
                                            Title:



                                            LLOYDS TSB BANK PLC


                                            By:--------------------------------
                                            Title:


                                            By:--------------------------------
                                            Title:



                                            ROYAL BANK OF CANADA


                                            By:--------------------------------
                                            Title





                                    -8-

<PAGE>


                                            SOCIETE GENERALE


                                            By:--------------------------------
                                            Title:



                                            STATE STREET BANK AND TRUST
                                             COMPANY


                                            By:--------------------------------
                                            Title:



                                            STANDARD CHARTERED BANK


                                            By:--------------------------------
                                            Title:


                                            By:--------------------------------
                                            Title:



                                    -9-