NINTH AMENDMENT AGREEMENT

Exhibit 10.5

EXECUTION COPY

NINTH AMENDMENT AGREEMENT

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.

WHEREAS, the Account Party has informed the Agent that the Account Party expects to re-domesticate to move its place of incorporation from the Cayman Islands to Switzerland; and

WHEREAS, the Account Party has requested and the parties have agreed to amend the Facility Agreement in certain respects as more fully set forth below.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Amendments to Facility Agreement . Subject to the conditions set forth in Section 4 , the Facility Agreement is amended as set forth in this Section 1 .

1.1 The first sentence of Clause 16.1 (Corporate Existence and Power) is amended by (a) substituting the phrase “a company limited by shares” therein for the phrase “a share corporation (Aktiengesellschaft) ” and (b) substituting the reference to “the Cayman Islands” therein for the phrase “its jurisdiction of incorporation, formation or organization”.

1.2 Clause 17.7 ( Inspection of Property, Books and Records ) is amended by adding the phrase “or if such disclosure would violate any applicable law” before the period at the end thereof.

1.3 The following Clause 17.16 is added in appropriate numerical sequence:

The Obligors shall ensure that (a) neither the Charged Portfolio nor any account comprising the Charged Portfolio is held or maintained in Switzerland and (b) the Custodian is not organised under the laws of Switzerland.

1.4 Clause 18.7.1 (Winding-up of the Account Party or a Guarantor) is amended by substituting the reference to “the Grand Court of the Cayman Islands” therein for the phrase “a court or authority of competent jurisdiction in any relevant jurisdiction”.

1.5 Clause 33.6 ( Deemed receipt by the Obligors ) is amended by substituting the words “all Obligors” for “both Obligors” immediately before the period at the end thereof.

SECTION 2. Waiver . The Majority Banks waive any Default that may arise under Clause 17.5 (Conduct of Business and Maintenance of Existence) of the Facility Agreement upon completion of the re-domestication of the Account Party to move its place of incorporation from the Cayman Islands to Switzerland in the third or fourth quarter of 2008 (the “ Re-domestication ”).

SECTION 3. Representations and Warranties . Each Obligor represents and warrants as follows:

3.1 Authorization . The execution, delivery and performance by such Obligor of this Amendment Agreement are within its corporate powers, have been duly authorised by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the memorandum of association, articles of association or by-laws (or any comparable document) of such Obligor or of any material agreement, judgment, injunction, order, decree or other instrument binding upon such Obligor or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of such Obligor or any of its Subsidiaries.

3.2 Enforceability . This Amendment Agreement constitutes a legal, valid and binding obligation of such Obligor enforceable against such Obligor in accordance with its terms, subject to bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors rights, the application of equitable principles, the non-availability of the equitable remedie