ACE INA HOLDINGS INC.
(a Delaware corporation)
Unconditionally Guaranteed as to
Payment of
Principal, Premium, if any, and Interest by
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To:
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ACE
INA HOLDINGS INC.
436 Walnut Street, WB12B
Philadelphia, PA 19106
ACE LIMITED
Bärengasse 32,
Zurich, Switzerland CH-8001
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We understand that
ACE INA Holdings Inc., a Delaware company (the
“Company”), proposes to issue and sell $500,000,000
aggregate principal amount of its senior debt securities (the
“Underwritten Securities”), which will be
unconditionally guaranteed as to payment of principal, premium, if
any, and interest by ACE Limited, a Swiss company. Subject to the
terms and conditions set forth or incorporated by reference herein,
the underwriters named below (the “Underwriters”) offer
to purchase, severally and not jointly, the principal amount of
Underwritten Securities opposite their names set forth below at the
purchase price set forth below.
1
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Principal Amount of
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Underwriter
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Percentage
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Underwritten Securities
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Morgan Stanley & Co. Incorporated
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30.0
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%
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$
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150,000,000
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20.0
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%
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$
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100,000,000
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20.0
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%
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$
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100,000,000
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Citigroup Global Markets Inc.
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5.65
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%
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$
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28,250,000
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Deutsche Bank Securities Inc.
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5.65
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%
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$
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28,250,000
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J.P. Morgan Securities Inc.
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5.65
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%
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$
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28,250,000
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Wachovia Capital Markets, LLC
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5.65
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%
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$
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28,250,000
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HSBC Securities (USA) Inc.
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1.85
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%
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$
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9,250,000
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ING Financial Markets LLC
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1.85
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%
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$
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9,250,000
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1.85
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%
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$
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9,250,000
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1.85
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%
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$
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9,250,000
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100
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%
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$
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500,000,000
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The Underwritten
Securities shall have the following terms:
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5.90% Senior
Notes due 2019
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Senior
Debt
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A3/ A-
/A
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Aggregate
principal amount:
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$500,000,000
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$2,000 and
integral multiples of $1,000 in excess thereof
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United States
Dollars
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5.90% per
annum
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Each
June 15 and December 15, commencing on December 15,
2009
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Each June 1 and
December 1
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June 15,
2019
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As disclosed in
the Company’s Prospectus Supplement dated June 3, 2009
to Prospectus dated December 15, 2008
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Sinking fund
requirements:
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None
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Conversion or
exchange provisions:
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None
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None
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None
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Fixed or
Variable Price Offering:
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Fixed Price
Offering
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Initial public
offering price:
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99.046% of the
principal amount, plus accrued interest, if any, from June 8,
2009
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98.396% of the
principal amount
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Global
certificate representing the Underwritten Securities registered in
the name of Cede & Co., as nominee of the Depository Trust
Company
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2:00
P.M.
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2
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Other terms and
conditions:
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The
Underwritten Securities will be issued under an indenture dated as
of August 1, 1999, 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 (the “Senior Indenture”). All references in the
Underwriting Agreement (as defined below) to the “applicable
Indenture
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