0001193125-07-173892 Sample Contracts

FORM OF SECOND AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 7th, 2007 • Ace LTD • Fire, marine & casualty insurance • New York

THIS SECOND AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into effective as of May 17, 2007 by and between ACE Limited, a Cayman Islands company (the “Company”), and [ ] (“Indemnitee”).

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FIRST AMENDMENT (Secured Reimbursement Agreement)
Reimbursement Agreement • August 7th, 2007 • Ace LTD • Fire, marine & casualty insurance • New York

THIS FIRST AMENDMENT dated as of June 22, 2007 (this “Amendment”) amends the secured Amended and Restated Reimbursement Agreement dated as of July 1, 2005 (the “Reimbursement Agreement”) among ACE Limited, a Cayman Islands company (the “Parent”), certain subsidiaries thereof, various lenders and Wachovia Bank, National Association, as Administrative Agent. Capitalized terms used but not defined herein have the respective meanings set forth in the Reimbursement Agreement.

FIRST AMENDMENT
Credit Agreement • August 7th, 2007 • Ace LTD • Fire, marine & casualty insurance • New York

THIS FIRST AMENDMENT dated as of June 22, 2007 (this “Amendment”) amends the Amended and Restated Credit Agreement dated as of December 15, 2005 (the “Credit Agreement”) among ACE Limited, a Cayman Islands company (the “Parent”), certain subsidiaries thereof, various lenders and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement.

FIRST AMENDMENT
Ace LTD • August 7th, 2007 • Fire, marine & casualty insurance

THIS FIRST AMENDMENT dated as of June 22, 2007 (this “Amendment”) amends the Credit Agreement dated as of December 13, 2005 (the “Credit Agreement”) among ACE Australia Holdings Pty Limited (the “Original Borrower”), ACE Limited (the “Guarantor”), various financial institutions and The Royal Bank of Scotland plc, as Agent. Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement.

FIRST AMENDMENT
Ace LTD • August 7th, 2007 • Fire, marine & casualty insurance

THIS FIRST AMENDMENT dated as of June 22, 2007 (this “Amendment”) amends the Credit Agreement dated as of December 13, 2005 (the “Credit Agreement”) among ACE European Holdings No.2 Limited (the “Borrower”), ACE Limited (the “Guarantor”), various financial institutions and The Royal Bank of Scotland plc, as Agent. Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement.

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