0001193125-08-152055 Sample Contracts

FIRST AMENDMENT AND WAIVER (ACE INA Loan Agreement)
Loan Agreement • July 16th, 2008 • Ace LTD • Fire, marine & casualty insurance

THIS FIRST AMENDMENT AND WAIVER dated as of July 10, 2008 (this “Amendment”) amends the Term Loan Agreement dated as of April 1, 2008 (the “Loan Agreement”) among ACE INA Holdings Inc. (the “Borrower”), ACE Limited (the “Parent”), certain subsidiaries of the Parent, various financial institutions and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not defined herein have the respective meanings set forth in the Loan Agreement.

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THIRD AMENDMENT AND WAIVER (A$ Credit Agreement)
Credit Agreement • July 16th, 2008 • Ace LTD • Fire, marine & casualty insurance

THIRD AMENDMENT AND WAIVER dated as of 10 July 2008 (this “Amendment”) amends the Credit Agreement dated as of 13 December 2005, as amended on 22 June 2007 and as amended and restated on 19 December 2007 pursuant to an Amendment and Restatement Agreement dated as of 14 December 2007 (as so amended and restated, the “Credit Agreement”) among ACE Australia Holdings Pty 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.

SECOND AMENDMENT AND WAIVER (Sterling Credit Agreement)
Credit Agreement • July 16th, 2008 • Ace LTD • Fire, marine & casualty insurance

THIS SECOND AMENDMENT AND WAIVER dated as of July 10, 2008 (this “Amendment”) amends the Credit Agreement dated as of December 13, 2005 (as previously amended, 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.

NINTH AMENDMENT AGREEMENT
Ninth Amendment Agreement • July 16th, 2008 • Ace LTD • Fire, marine & casualty insurance

THIS NINTH AMENDMENT AGREEMENT dated as of 10 July, 2008 (this “Amendment Agreement”) amends the Letter of Credit Facility Agreement originally dated as of 19 November, 1999 (as most recently amended pursuant to the Seventh Amendment and Restatement Agreement dated 17 November, 2006 and the Eighth Amendment Agreement dated as of 16 November, 2007, the “Facility Agreement”) between, among others, ACE Limited (the “Account Party”), certain subsidiaries thereof, as guarantors, various banks and Citibank International plc, as agent and security trustee for the banks. Capitalized terms used but not defined herein have the respective meanings set forth in the Facility Agreement, and the principles of construction set forth in the Facility Agreement shall apply to this Amendment Agreement as if set forth in full herein.

FIRST AMENDMENT AND WAIVER
And Waiver • July 16th, 2008 • Ace LTD • Fire, marine & casualty insurance

THIS FIRST AMENDMENT AND WAIVER dated as of July 10, 2008 (this “Amendment”) amends the Second Amended and Restated Credit Agreement dated as of November 8, 2007 (the “Credit Agreement”) among ACE Limited (the “Parent”), certain subsidiaries thereof, various financial institutions 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.

Employment Agreement between
Employment Agreement • July 16th, 2008 • Ace LTD • Fire, marine & casualty insurance

The Employer and the Employee wish to enter into an Employment Agreement setting forth the terms and conditions of employment and the rights and the obligations of each party.

FIRST AMENDMENT AND WAIVER (Reimbursement Agreement)
Reimbursement Agreement • July 16th, 2008 • Ace LTD • Fire, marine & casualty insurance

THIS FIRST AMENDMENT AND WAIVER dated as of July 10, 2008 (this “Amendment”) amends the Second Amended and Restated Reimbursement Agreement dated as of November 8, 2007 (the “Reimbursement Agreement”) among ACE Limited (the “Parent”), certain subsidiaries thereof, various financial institutions 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.

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