THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS
GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY
A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF
THE DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.
UNLESS THIS
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
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No. R-001
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$500,000,000
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CUSIP
No. 00440E AM 9
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5.90% Senior Note due
2019
ACE INA Holdings
Inc., a Delaware corporation (hereinafter called the
“Company”, which term includes any successor
corporation under the Indenture referred to below), for value
received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of Five Hundred Million Dollars
($500,000,000) on June 15, 2019 and to pay interest thereon
from June 8, 2009 or from the most recent interest payment
date to which interest has been paid or duly provided for, payable
semi-annually on June 15 and December 15 in each year
(each, an “Interest Payment Date”), commencing
December 15, 2009, at the rate of 5.90% per annum, until the
principal hereof (and any Additional Amounts (as defined below)) is
paid or duly made available for payment. Interest on this Note
shall be computed on the basis of a 360-day year of twelve 30-day
months. If any Interest Payment Date or the maturity date falls on
a day that is
not a Business
Day, the required payment shall be made on the next Business Day as
if it were made on the date such payment was due and no interest
shall accrue on the amount so payable for the period from and after
such Interest Payment Date or the maturity date, as the case may
be, to such next Business Day. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is
registered at the close of business on the regular record date for
such interest, which shall be June 1 or December 1 (whether or not
a Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date
shall forthwith cease to be payable to the registered Holder hereof
on the relevant regular record date by virtue of having been such
Holder, and may be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of
business on a subsequent special record date (which shall be at
least 10 days before the payment date) for the payment of such
defaulted interest to be fixed by the Company, notice whereof shall
be given to the Holders of Notes of this series not less than
10 days prior to such Special Record Date, or may be paid at
any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in such Indenture. Any interest paid on
this Note shall be increased to the extent necessary to pay
Additional Amounts as set forth in this Note.
Payment of the
principal of, interest on or any Redemption Price or Additional
Amounts in respect of this Note will be made at the office or
agency of the Company and the Guarantor (as defined below)
maintained for that purpose in The Borough of Manhattan, The City
of New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that, at the option of
the Company or the Guarantor, interest may be paid by check mailed
to the address of the Person entitled thereto as such address shall
appear in the Security Register; provided, further, that payment to
DTC or any successor Depository may be made by wire transfer to the
account designated by DTC or such successor depository in
writing.
This Note is one
of a duly authorized issuance of securities of the Company (herein
called the “Notes”), fully and unconditionally
guaranteed as to payment of principal, premium, if any, and
interest by ACE Limited, a Swiss corporation (
Aktiengesellschaft ) (the “Guarantor”), issued
and to be issued in one or more series under an Indenture, dated as
of August 1, 1999 (herein called, together with all indentures
supplemental thereto, the “Indenture”), among the
Company, the Guarantor and The Bank of New York Mellon (formerly
known as The Bank of New York Trust Company, N.A., as successor to
J.P. Morgan Trust Company, National Association and The First
National Bank of Chicago), as Trustee (herein called the
“Trustee”, which term includes any successor trustee
under the Indenture), to which the Indenture and all indentures
supplemental thereto referenced is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Guarantor, the Trustee and the
Holders of the Notes, and of the terms upon which the Notes are,
and are to be, authenticated and delivered. This Note is one of the
series designated on the face hereof, initially limited (subject to
exceptions provided in the Indenture) to the aggregate principal
amount specified in the Officer’s Certificate, dated as of
June 8, 2009, establishing the terms of the Notes pursuant to
the Indenture.
2
The Notes are
senior unsecured obligations of the Company. The Company’s
obligation to pay the principal of, interest on or any Additional
Amounts in respect of the Notes is unconditionally guaranteed on a
senior unsecured basis by the Guarantor pursuant to Article 16
of the Indenture.
If an Event of
Default with respect to the Notes shall occur and be continuing,
the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture
contains provisions permitting, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company or the Guarantor and the rights of
the Holders of the Securities of each series issued under the
Indenture at any time by the Company, the Guarantor and the Trustee
with the written consent of the Holders of not less than a majority
in aggregate principal amount of the Securities at the time
Outstanding of each series affected thereby. The Indenture also
contains provisions permitting the Holders of specified percentages
in aggregate principal amount of the Securities of any series at
the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company or the Guarantor
with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of
any Notes issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
This Note is not
subject to any sinking fund.
No reference
herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of,
interest on or any Redemption Price or any Additional Amounts in
respect of this Note, at the times, place and rate, and in the coin
or currency, herein and in the Indenture prescribed.
As provided in the
Indenture and subj
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