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Exhibit 1.2
ACE INA HOLDINGS
INC.
(a Delaware
corporation)
Debt Securities
Unconditionally Guaranteed as
to Payment of
Principal, Premium, if any,
and Interest by
ACE LIMITED
TERMS
AGREEMENT
February 7,
2008
| To: |
ACE INA HOLDINGS INC. |
436 Walnut Street,
WB12B
Philadelphia, PA
19106
ACE LIMITED
ACE Global
Headquarters
17 Woodbourne
Avenue
Hamilton HM 08,
Bermuda
Ladies and Gentlemen:
We understand that ACE INA
Holdings Inc., a Delaware company (the “Company”),
proposes to issue and sell $300,000,000 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 Cayman Islands 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.
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Underwriter
|
|
Percentage |
|
|
Principal Amount
of Underwritten Securities |
|
Banc of America Securities
LLC
|
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40.0 |
% |
|
$ |
120,000,000 |
|
Citigroup Global Markets Inc.
|
|
12.0 |
% |
|
|
36,000,000 |
|
Deutsche Bank Securities Inc.
|
|
12.0 |
% |
|
|
36,000,000 |
|
J.P. Morgan Securities Inc.
|
|
12.0 |
% |
|
|
36,000,000 |
|
Mitsubishi UFJ Securities International
plc
|
|
12.0 |
% |
|
|
36,000,000 |
|
Wachovia Capital Markets, LLC
|
|
12.0 |
% |
|
|
36,000,000 |
|
|
|
|
|
|
|
|
Settlement Date (T+5 days):
|
|
100 |
% |
|
$ |
300,000,000 |
|
|
|
|
|
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The Underwritten Securities
shall have the following terms:
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|
|
| Title: |
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5.80%
Senior Notes due 2018 |
|
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| Rank: |
|
Senior
Debt |
|
|
| Ratings: |
|
A3 / A- / A
(stable/ stable / stable) |
|
|
| Aggregate
principal amount: |
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$300,000,000 |
|
|
| Denominations: |
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$2,000 and
integral multiples of $1,000 in excess of $2,000 |
|
|
| Currency of payment: |
|
United
States dollars |
|
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| Interest
rate or formula: |
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5.80% per
annum |
|
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| Interest payment dates: |
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Each March
15 and September 15, commencing September 15, 2008 |
|
|
| Regular
record dates: |
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Each March 1
and September 1 |
|
|
| Stated
maturity date: |
|
March 15,
2018 |
|
|
| Redemption provisions: |
|
As disclosed
in the Company’s Prospectus Supplement dated February 7, 2008
to Prospectus dated February 7, 2008 |
|
|
| Sinking fund requirements: |
|
None |
|
|
| Conversion or exchange provisions: |
|
None |
|
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| Listing
requirements: |
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None |
|
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| Black-out
provisions: |
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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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|
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Initial public offering price:
|
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99.916% of
the principal amount, plus accrued interest, if any, from February
14, 2008. |
|
|
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Purchase price:
|
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99.266% of
principal amount. |
|
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| Form: |
|
Global
certificate representing the Underwritten Securities registered in
the name of Cede & Co., as nominee of The Depository Trust
Company. |
|
|
| Applicable
Time: |
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8
P.M. |
|
|
| Other terms
and conditions: |
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