Exhibit 10.40
Deferred Compensation Plan
Amendments
WHEREAS, ACE Limited and its
subsidiaries (collectively “ACE”) maintain compensation
and benefit arrangements subject to Section 409A of the US
Internal Revenue Code (such arrangements are referred to as the
“Plans” to the extent they are subject to
Section 409A, or would be subject to Section 409A in the
absence of the following amendments);
WHEREAS, ACE desires that
compensation and benefits under the Plans should satisfy the
requirements of Section 409A in all respects, and should avoid
acceleration of tax or imposition of penalties under
Section 409A;
NOW, THEREFORE, the undersigned, on
behalf of ACE, and consistent with the authority of ACE to modify
the Plans to confer benefits on participants in the Plans, hereby
adopts the following amendments of the Plans, effective
January 1, 2009:
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1.
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Amounts payable
under the Plans upon a termination of employment (including
references to a participant’s employment termination and
terminating employment, and terminating the provision of services
as an independent contractor, as well as references to a
participant’s separation from service) shall mean the
participant having a separation from service as that term is
defined in Treas. Reg. §1.409A-1(h).
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2.
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Payment of
reimbursement amounts and the provision of in-kind benefits by ACE
that constitute Deferred Compensation shall be subject to Treas.
Reg. §1.409A-3(i)(1)(iv); provided, however, that
reimbursement of relocation expenses that are exempt from
§409A by reason of Treas. Reg. §1.409A-1(b)(9)(v)(A) or
otherwise, and provision of other reimbursements and in-kind
benefits that are not subject to Section 409A, shall not be
subject to this sentence.
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3.
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If, at the time
of a participant’s termination of employment, he or she is a
specified employee as defined under Treas. Reg. §1.409A-1(i),
then any payments or benefits to the participant provided by reason
of termination of employment that constitute Deferred Compensation
shall not be paid or provided to the participant during the
p
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