Exhibit 10.3
, dated as of April 12, 2000 (the
"") by and among ACE Limited, a company organized and
existing under the laws of the Cayman Islands ("the "Company"), The Bank of
New York, a New York banking corporation, not individually but solely as
Purchase Contract Agent and as attorney-in-fact of the holders of Purchase
Contracts (each as defined in the Purchase Contract Agreement (as defined
herein)), and Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated (the "Remarketing Agent").
WITNESSETH:
WHEREAS, the Company has issued its FELINE PRIDES (the "FELINE
PRIDES") in an aggregate Stated Amount of $300,000,000 under the Purchase
Contract Agreement, dated as of April 12, 2000, by and between the Purchase
Contract Agent and the Company (the "Purchase Contract Agreement"); and
WHEREAS, the Company will issue concurrently in connection with
the issuance of the FELINE PRIDES 8.25% Cumulative Redeemable Preferred
Shares, Series A, par value US$1.00 per Preferred Share (the "Preferred
Shares") in an aggregate stated liquidation amount of $300,000,000; and
WHEREAS, the FELINE PRIDES will initially consist of 6,000,000 units
referred to as "Income PRIDES"; and
WHEREAS, the Preferred Shares will be pledged pursuant to the
Pledge Agreement (the "Pledge Agreement"), dated as of April 12, 2000, by
and among the Company, The Bank of New York, as collateral agent (the
"Collateral Agent"), and the Purchase Contract Agent, to secure an Income
PRIDES holder's obligations under the related Purchase Contract on the
Purchase Contract Settlement Date; and
WHEREAS, the Preferred Shares that have been tendered by the
related holders of Preferred Shares, or of Income PRIDES holders will be
remarketed by the Remarketing Agent on the third Business Day immediately
preceding the Purchase Contract Settlement Date; and
WHEREAS, the applicable dividend rate on the Preferred Shares that
remain outstanding on and after the Purchase Contract Settlement Date will
be reset to the Reset Rate to be determined by the Reset Agent; and
WHEREAS, the Company has requested Xxxxxxx Xxxxx & Co., Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") to act as the
Reset Agent and as the Remarketing Agent, and as such to perform the
services described herein; and
WHEREAS, Xxxxxxx Xxxxx is willing to act as Reset Agent and
Remarketing Agent and as such to perform such duties on the terms and
conditions expressly set forth herein;
NOW, THEREFORE, for and in consideration of the covenants herein
made, and subject to the conditions herein set forth, the parties hereto
agree as follows:
Section 1. Definitions. Capitalized terms used and not defined in this
Agreement shall have the meanings assigned to them in the Purchase Contract
Agreement or, if not therein defined, the Pledge Agreement.
Section 2. Appointment and Obligations of Remarketing Agent. The
Company hereby appoints Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby accepts such
appointment, (i) as the Reset Agent to determine in consultation with the
Company, in the manner provided for by the terms of the Preferred Shares,
the Reset Rate, that in the opinion of the Reset Agent, will, when applied
to the Preferred Shares, enable a Preferred Share to have a market value of
approximately 100.5% of the aggregate stated liquidation amount of such
Preferred Share, provided, that the Company may limit such Reset Rate to be
no higher than the One-Month Treasury Xxxx plus 200 basis points (2%), and
(ii) as the exclusive Remarketing Agent to remarket the Preferred Shares,
of such Preferred Shareholders electing to have their Preferred Shares
remarketed, or of such Income PRIDES holders who have not early settled the
related Purchase Contracts and have failed to notify the Purchase Contract
Agent, on or prior to the fifth Business Day immediately preceding the
Purchase Contract Settlement Date, of their intention to settle the related
Purchase Contracts through Cash Settlement, for settlement on the Purchase
Contract Settlement Date, pursuant to the Remarketing Underwriting
Agreement with the Company and the Purchase Contract Agent, substantially
in the form attached hereto as Exhibit A (with such changes as the Company,
the Purchase Contract Agent and the Remarketing Agent may agree upon, it
being understood that changes may be necessary in the representations,
warranties, covenants and other provisions of the Remarketing Underwriting
Agreement due to changes in law or facts and circumstances). rsuant to
the Remarketing Underwriting Agreement, the Remarketing Agent, either as
the sole remarketing underwriter or as the representative of a syndicate
including the Remarketing Agent and one or more other remarketing
underwriters designated by the Remarketing Agent, will agree, subject to
the terms and conditions set forth therein, that the Remarketing Agent and
any such other remarketing underwriters will purchase severally the
Preferred Shares to be sold by the holder or holders of Preferred Shares or
Income PRIDES on the Purchase Contract Settlement Date and use their
reasonable efforts to remarket such Preferred Shares (such purchase and
remarketing being hereinafter referred to as the "Remarketing"), at a price
of approximately 100.5% of such Preferred Share's aggregate stated
liquidation amount plus any accumulated and unpaid dividends.
Notwithstanding the preceding sentence, the Remarketing Agent shall not
remarket any Preferred Shares for a price less than 100% of the aggregate
stated liquidation preference of such Preferred Shares, plus accumulated
and unpaid dividends. The proceeds of such remarketing, less a fee, shall
be paid to the Collateral Agent in accordance with Section 4.6 of the
Pledge Agreement and Section 5.2 of the Purchase Contract Agreement (each
of which Sections are incorporated herein by reference).
Section 3. Fees. With respect to the Remarketing, the Remarketing Agent
shall retain as Remarketing Fee an amount not exceeding 25 basis points
(.25%) of the aggregate stated liquidation amount of the remarketed
securities from any amount received in connection with such Remarketing in
excess of the aggregate stated liquidation amount of such remarketed
Preferred Shares plus any accumulated and unpaid dividends. In addition,
the Reset Agent shall receive from the Company a reasonable and customary
fee as the Reset Agent Fee (the "Reset Agent Fee"); provided, however, that
if the Remarketing Agent shall also act as the Reset Agent, then the Reset
Agent shall not be entitled to receive any such Reset Agent Fee.
Section 4. Replacement and Resignation of Remarketing Agent. (a) The
Company may in its absolute discretion replace Xxxxxxx Xxxxx in its
capacity hereunder as the Remarketing Agent and/or as the Reset Agent by
giving notice prior to 3:00 p.m., New York City time, on the eleventh
Business Day immediately prior to the Purchase Contract Settlement Date.
Any such replacement shall become effective upon the Company's appointment
of a successor to perform the services that would otherwise be performed
hereunder by the Remarketing Agent and/or the Reset Agent. Upon providing
such notice, the Company shall use all commercially reasonable efforts to
appoint such a successor and to enter into a with
such successor as soon as reasonably practicable.
(b) Xxxxxxx Xxxxx may resign at any time and be discharged from
its duties and obligations hereunder as the Remarketing Agent and/or as the
Reset Agent by giving notice prior to 3:00 p.m., New York City time, on the
eleventh Business Day immediately prior to the Purchase Contract Settlement
Date. Any such resignation shall become effective upon the Company's
appointment of a successor to perform the services that would otherwise be
performed hereunder by the Remarketing Agent and/or the Reset Agent. Upon
receiving notice from the Remarketing Agent and/or the Reset Agent that it
wishes to resign hereunder, the Company shall use all commercially
reasonable efforts to appoint such a successor and enter into a with it as soon as reasonably practicable.
Section 5. Dealing in the Securities. The Remarketing Agent, when acting
hereunder or under the Remarketing Underwriting Agreement or acting in its
individual or any other capacity, may, to the extent permitted by law, buy,
sell, hold or deal in any of the Preferred Shares. With respect to any
Preferred Shares owned by it, the Remarketing Agent may exercise any vote
or join in any action with like effect as if it did not act in any capacity
hereunder. The Remarketing Agent, in its individual capacity, either as
principal or agent, may also engage in or have an interest in any financial
or other transaction with the Company as freely as if it did not act in any
capacity hereunder.
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Section 6. Registration Statement and Prospectus. In connection with
the Remarketing, if and to the extent required (in the opinion of counsel for
either the Remarketing Agent or the Company) by applicable law, regulations
or interpretations in effect at the time of such Remarketing, the Company
shall use its reasonable efforts to have a registration statement relating
to the Preferred Shares effective under the Securities Act of 1933 by the
third Business Day immediately preceding the Purchase Contract Settlement
Date, shall furnish a current prospectus and/or prospectus supplement to be
used in such Remarketing by the remarketing underwriter or underwriters
under the Remarketing Underwriting Agreement, and shall pay all expenses
relating thereto.
Section 7. Conditions to the Remarketing Agent's Obligations. The
obligations of the Remarketing Agent and any other remarketing underwriters
to purchase and remarket the Preferred Shares shall be subject to the terms
and conditions of the Remarketing Underwriting Agreement.
If at any time during the term of this Agreement, the
Company is in default with respect to the payment of a dividend on the
Preferred Shares, then the obligations and duties of the Remarketing Agent
under this Agreement shall be suspended until such default has been cured.
The Company will give the Remarketing Agent notice of all such defaults.
Section 8. Termination of . This Agreement shall
terminate as to the Remarketing Agent and/or the Reset Agent on the
effective date of its replacement pursuant to Section 4(a) hereof or
pursuant to Section 4(b) hereof.
Section 9. Remarketing Agent's Performance; Duty of Care. The duties and
obligations of the Remarketing Agent hereunder shall be determined solely by
the express provisions of this Agreement and the Remarketing Underwriting
Agreement.
Section 10. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Section 11. Term of Agreement. Unless otherwise terminated in accordance
with the provisions hereof and except as otherwise provided herein, this
Agreement shall remain in full force and effect from the date hereof until
the first day thereafter on which no Preferred Shares are outstanding.
Section 12. Successors and Assigns. The rights and obligations of the
Company hereunder may not be assigned or delegated to any other person
without the prior written consent of Xxxxxxx Xxxxx as the Remarketing Agent
and/or as the Reset Agent. The rights and obligations of Xxxxxxx Xxxxx as
the Remarketing Agent and/or as the Reset Agent hereunder may not be
assigned or delegated to any other person without the prior written consent
of the Company. This Agreement shall inure to the benefit of and be binding
upon the Company and Xxxxxxx Xxxxx as the Remarketing Agent and/or as the
Reset Agent and their respective successors and assigns. The terms
"successors" and "assigns" shall not include any purchaser of Securities
merely because of such purchase.
Section 13. Headings. Section headings have been inserted in this
Agreement as a matter of convenience of reference only, and it is agreed that
such section headings are not a part of this Agreement and will not be used in
the interpretation of any provision of this Agreement.
Section 14. Severability. If any provision of this Agreement shall be
held or deemed to be or shall, in fact, be invalid, inoperative or
unenforceable as applied in any particular case in any or all jurisdictions
because it conflicts with any provisions of any constitution, statute, rule or
public policy or for any other reason, such circumstances shall not have the
effect of rendering the provision in question invalid, inoperative or
unenforceable in any other case, circumstances or jurisdiction, or of
rendering any other provision or provisions of this Agreement invalid,
inoperative or unenforceable to any extent whatsoever.
Section 15. Counterparts. This Agreement may be executed in counterparts,
each of which shall be regarded as an original and all of which shall
constitute one and the same document.
Section 16. Amendments. This Agreement may be amended by any instrument
in writing signed by the parties hereto.
3
Section 17. Notices. Unless otherwise specified, any notices, requests,
consents or other communications given or made hereunder or pursuant hereto
shall be made in writing or transmitted by any standard form of
telecommunication, including telephone, telegraph or telecopy, and
confirmed in writing. All written notices and confirmations of notices by
telecommunication shall be deemed to have been validly given or made when
delivered or mailed, registered or certified mail, return receipt requested
and postage prepaid. All such notices, requests, consents or other
communications shall be addressed as follows: if to the Company, ACE
Limited, The ACE Building, 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxx XX 00 Xxxxxxx,
Xxxxxxxxx: General Counsel and Secretary with a copy to Xxxxx, Xxxxx &
Xxxxx, 000 Xxxxx Xx Xxxxx Xxxxxx, Xxxxxxx, XX 00000-0000, Attention: Xxxxxx
X. Best; if to the Remarketing Agent or Reset Agent (if Xxxxxxx Xxxxx & Co.
is the Remarketing Agent or the Reset Agent), to Xxxxxxx Xxxxx & Co., World
Financial Center, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Investment Banking, with a copy to Xxxxx & Wood LLP, Xxx Xxxxx Xxxxx
Xxxxxx, Xxx Xxxx, XX 00000, Attention: X. Xxxxxx Wiltshire; and if to the
Purchase Contract Agent, to 000 Xxxxxxx Xxxxxx, Xxxxx 21 West, New York, New
York 10286, Attention: Corporate Trust Administration, or to such other
address as any of the above shall specify to the other in writing.
Section 18. Consent to Jurisdiction; Miscellaneous. Each of the parties
hereto hereby expressly and irrevocably submits to the non-exclusive
jurisdiction of any competent court in the place of its domicile and any
United States Federal or New York State court sitting in the Borough of
Manhattan in The City of New York in any action, suit or proceeding arising
out of or relating to this Agreement or the transactions contemplated
hereby to the extent that such court has subject matter jurisdiction over
the controversy, and expressly and irrevocably waives, to the extent
permitted under applicable law, any immunity from the jurisdiction thereof
and any claim or defense in such action, suit or proceeding based on a
claim of improper venue, forum non conveniens or any similar basis to which
it might otherwise be entitled in any such action, suit or proceeding. The
Company irrevocably appoints ACE USA, Inc., 1133 Avenue of the Americas,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its authorized agent in the Borough
of Manhattan in The City of New York upon which process may be served in
any such action, suit or proceeding, and agrees that service of process
upon such agent, and written notice of said service to the Company by the
person serving the same to the address provided in Section 18, shall be
deemed in every respect effective service of process upon the Company, in
any such action, suit or proceeding. The Company further agrees to take any
and all action as may be necessary to maintain such designation and
appointment of such agent in full force and effect for a period of seven
years from the date of this Agreement.
Section 19. Waiver of Immunities. To the extent that the Company or any
of its properties, assets or revenues may have or may hereafter become
entitled to, or have attributed to them, any right of immunity, on the
grounds of sovereignty, from any legal action, suit or proceeding, from
set-off or counterclaim, from the jurisdiction of any court, from service
of process, from attachment upon or prior to judgment, or from attachment
in aid of execution of judgment, or from execution of judgment, other legal
process or proceeding for the giving of any relief or for the enforcement
of any judgment, in any jurisdiction in which proceedings may at any time
be commenced, with respect to their obligations, liabilities or any other
matter under or arising out of or in connection with this Agreement or any
additional agreement, the Company hereby irrevocably and unconditionally,
to the extent permitted by applicable law, waives and agrees not to plead
or claim any such immunity and consents to such relief and enforcement.
Section 20. Judgment Currency. The Company agrees to indemnify each of
the Remarketing Agent and the Purchase Contract Agent against any loss
incurred by such party as a result of any judgment or order being given or made
for any amount due hereunder and such judgment or order being expressed and
paid in a currency (the "Judgment Currency") other than United States
dollars and as a result of any variation as between (i) the rate of
exchange at which the United States dollar amount is converted into the
Judgment Currency for the purpose of such judgment or order, and (ii) the
rate of exchange at which the such party is able to purchase United States
dollars with the amount of the Judgment Currency actually received by such
party. The foregoing indemnity shall constitute a separate and independent
obligation of the Company and shall continue in full force and effect
notwithstanding any such judgment or order as aforesaid. The term "rate of
exchange" shall include any premiums and costs of exchange payable in
connection with the purchase of, or conversion into, the relevant currency.
4
IN WITNESS WHEREOF, each of the Company, the Purchase Contract
Agent and the Remarketing Agent has caused this Agreement to be executed in
its name and on its behalf by one of its duly authorized officers as of the
date first above written.
ACE LIMITED
By: -----------------------------------------
Name:
Title:
CONFIRMED AND ACCEPTED:
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: ----------------------------------------
Authorized Signatory
THE BANK OF NEW YORK
not individually but solely as Purchase Contract
Agent and as attorney-in-fact for the holders of
the Purchase Contracts
By: -----------------------------------------
Name:
Title:
5
Exhibit A to
FORM OF REMARKETING UNDERWRITING AGREEMENT
Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated (the "Remarketing Underwriter") hereby agrees to purchase the
Preferred Shares (the "Securities"), that have been tendered by the holders
of the Preferred Shares or the Income PRIDES for sale on o .
1. Definitions. Capitalized terms used and not defined in this
Agreement shall have the meanings assigned to them in the purchase contract
agreement (the "Purchase Contract Agreement"), the pledge agreement (the
"Pledge Agreement"), the underwriting agreement (the "Underwriting
Agreement"), each as identified in Schedule I hereto.
2. Registration Statement and Prospectus. If required (in the
opinion of counsel to either the Remarketing Underwriter or the Company) by
applicable law, the Company has filed with the Securities and Exchange
Commission, and there has become effective, a registration statement on
Form S-3 (No.__________________), including a prospectus, relating to the
Securities. Such registration statement, as amended to the date of this
Agreement, is hereinafter referred to as the "Registration Statement," the
prospectus included in the Registration Statement is hereinafter referred
to as the "Basic Prospectus" and the Basic Prospectus, as amended or
supplemented to the date of this Agreement to relate to the Securities and
to the remarketing of the Securities, is hereinafter referred to as the
"Final Prospectus" (including in each case all documents incorporated by
reference).
3. Provisions Incorporated by Reference. (a) Subject to Section
3(b), the provisions of the Underwriting Agreement shall be incorporated,
as applicable, into this Agreement and made applicable to the obligations
of the Remarketing Underwriter, except as explicitly amended hereby (with
such changes as the Company, the Purchase Contract Agent and the
Remarketing Agent may agree upon, it being understood that changes may be
necessary in the representations, warranties, covenants and other
provisions hereof due to changes in law or facts and circumstances).
(b) With respect to the provisions of the Underwriting Agreement
incorporated herein, for the purposes hereof, (i) all references therein to
the "Underwriter" or "Underwriters" shall be deemed to refer to the
Remarketing Underwriter; (ii) all references therein to the "Securities"
which are the subject thereof shall be deemed to refer to the Securities as
defined herein; (iii) all references therein to the "Closing Date" shall be
deemed to refer to the Remarketing Closing Date specified in Schedule I
hereto (the "Remarketing Closing Date"); (iv) all references therein to the
"Registration Statement" and the "Prospectus" shall be deemed to refer to
the Registration Statement and the Final Prospectus, respectively, as
defined herein.
4. Purchase and Sale; Remarketing Underwriting Fee. Subject to the
terms and conditions and in reliance upon the representations and
warranties herein set forth or incorporated herein, the Remarketing
Underwriter agrees to purchase from the registered holder or holders
thereof in the manner specified in Section 5 hereof, the aggregate stated
liquidation amount of Securities set forth in Schedule I hereto at a
purchase price not less than 100% of such Securities' aggregate stated
liquidation amount plus any accumulated and unpaid dividends thereon. In
connection therewith, the registered holder or holders thereof agree, in
the manner specified in Section 5 hereof, to pay to the Remarketing
Underwriter a Remarketing Underwriting Fee equal to ______basis points
(.__%) of the aggregate stated liquidation amount of the Securities, from
any amount received in connection with such Remarketing in excess of the
aggregate stated liquidation amount of the Securities plus any accumulated
and unpaid dividends. The right of each holder of Securities to have
Securities tendered for purchase shall be limited to the extent that (i)
the Remarketing Underwriter conducts a remarketing pursuant to the terms of
the , (ii) the Remarketing Underwriter is able to find
a purchaser or purchasers for tendered Securities and (iii) such purchaser
or purchasers deliver the purchase price therefor to the Remarketing
Underwriter. The Remarketing Underwriter is not obligated to purchase any
Securities that would otherwise remain unsold in a remarketing. Neither the
Company nor the Remarketing Underwriter shall be obligated in any case to
provide funds to make payment upon tender of Securities for remarketing.
A-1
5. Delivery and Payment. Delivery of payment for the remarketed
Securities and payment of the Remarketing Underwriting Fee shall be made on
the Remarketing Closing Date (which shall be the Purchase Contract
Settlement Date) at the location and time specified in Schedule I hereto,
which date and time may be postponed by agreement between the Remarketing
Underwriter, the Company and the [registered holder or holders thereof].
Delivery of payment for the remarketed Securities shall be [to or upon the
order of the [registered holder or holders of the remarketed Securities] by
certified or official bank check or checks drawn on or by a New York
Clearing House bank and payable in immediately available funds] [in
immediately available funds by wire transfer to an account or accounts
designated by the [Company] [registered holder or holders of the remarketed
Securities] or, if the remarketed Securities are represented by a Global
Security, by any method of transfer agreed upon by the Remarketing
Underwriter and the depositary for the Securities.
[It is understood that any registered holder or, if the
Securities are represented by a Global Security, any beneficial owner, that
has an account at the Remarketing Underwriter and tenders its Securities
through such account will not be required to pay any fee or commission to
the Remarketing Underwriter.]
If the Securities are not represented by a Global Security,
certificates for the Securities shall be registered in such names and
denominations as the Remarketing Underwriter may request not less than
three full business days in advance of the Remarketing Closing Date, and
the Company and the [registered holder or holders thereof] agree to have
such certificates available for inspection, packaging and checking by the
Remarketing Underwriter in New York, New York not later than 1:00 p.m. on
the Business Day prior to the Remarketing Closing Date.
6. Notices. Unless otherwise specified, any notices, requests,
consents or other communications given or made hereunder or pursuant hereto
shall be made in writing or transmitted by any standard form of
telecommunication, including telephone, telegraph or telecopy, and
confirmed in writing. All written notices and confirmations of notices by
telecommunication shall be deemed to have been validly given or made when
delivered or mailed, registered or certified mail, return receipt requested
and postage prepaid. All such notices, requests, consents or other
communications shall be addressed as follows: if to the Company, to ACE
Limited, The ACE Building, 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxx XX 00 Xxxxxxx,
Xxxxxxxxx: General Counsel and Secretary with a copy to Xxxxx, Xxxxx &
Xxxxx, 000 Xxxxx Xx Xxxxx Xxxxxx, Xxxxxxx, XX 00000-0000, Attention: Xxxxxx
X. Best; if to the Remarketing Underwriter, to Xxxxxxx Xxxxx & Co., World
Financial Center, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Investment Banking, with a copy to Xxxxx & Wood LLP, Xxx Xxxxx Xxxxx
Xxxxxx, Xxx Xxxx, XX 00000, Attention: X. Xxxxxx Wiltshire; and if to the
Purchase Contract Agent, to 000 Xxxxxxx Xxxxxx, Xxxxx 21 West, New York, New
York 10286, Attention: Corporate Trust Administration, or to such other
address as any of the above shall specify to the other in writing.
A-2
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding
agreement among the Company, the Purchase Contract Agent and the
Remarketing Underwriter.
Very truly yours,
ACE LIMITED
By:-----------------------------------
Name:
Title:
CONFIRMED AND ACCEPTED:
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By:---------------------------------------------
Authorized Signatory
THE BANK OF NEW YORK
not individually but solely as Purchase Contract
Agent and as attorney-in-fact for the holders
of the Purchase Contracts
By:---------------------------------------------
Name:
Title:
A-3
SCH-I-1
SCHEDULE I
Purchase Contract Agreement dated as of April 12, 2000 by and between Ace
Limited, a Cayman Islands company, and The Bank of New York, a New York
banking corporation
Pledge Agreement dated as of April 12, 2000 by and between Ace Limited, a
Cayman Islands company, and The Bank of New York, as Collateral Agent,
Custodial Agent and Securities Intermediary, and as Purchase Contract Agent
Registration Statement No. 333-78841
Aggregate Stated Liquidation Amount of Securities: $300,000,000 ($345,000,000
if the Underwriters' over-allotment option is exercised)
Underwriting Agreement, dated as of April 6, 2000 between Ace Limited and
Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Bank
of America Securities LLC and Xxxxxxxxx, Lufkin & Xxxxxxxx Securities
Corporation
Remarketing Underwriting Fee: .25% (.0025)
Remarketing Closing Date, Time and Location:
SCH-I-1
