Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 47 281K
2: EX-3.3 Special Resolutions Adopted January 22,2002 1 7K
3: EX-4.3 Specimen Certificate Representing Ordinary Shares 3 14K
4: EX-10.59 Amended and Restated Rights Agreement 57 242K
5: EX-10.60 Amendment to Ace Ltd. Deferred Compensation Plan 1 7K
6: EX-10.61 Employee Retirement Plan 37 156K
7: EX-10.62 Amendment and Restatement Dated 11/21/2001 125 403K
8: EX-10.63 Rembursement Agreement for $500,000,000 95 389K
9: EX-13.1 Management Discussion and Analysis 73 447K
10: EX-21.1 Subsidiaries of the Company 5 36K
11: EX-23.1 Consent of Pricewaterhousecoopers LLP 1 8K
EX-4.3 — Specimen Certificate Representing Ordinary Shares
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Exhibit 4.3
THE ARTICLES OF ASSOCIATION OF ACE LIMITED CONTAIN RESTRICTIONS GIVING THE
COMPANY'S DIRECTORS THE ABSOLUTE DISCRETION TO DECLINE TO REGISTER THE TRANSFER
OF ORDINARY SHARES IN CERTAIN CIRCUMSTANCES, INCLUDING IF SUCH TRANSFER WOULD
RESULT IN A PERSON OR GROUP OF PERSONS DIRECTLY OR INDIRECTLY BENEFICIALLY
OWNING MORE THAN 10% OF THE OUTSTANDING ORDINARY SHARES. IN ADDITION, THE
COMPANY'S ARTICLES OF ASSOCIATION PROVIDE THAT THE VOTING RIGHTS WITH RESPECT TO
ORDINARY SHARES DIRECTLY OR INDIRECTLY BENEFICIALLY OWNED BY ANY PERSON OR GROUP
OF PERSONS DIRECTLY OR INDIRECTLY BENEFICIALLY OWNING MORE THAN 10% OF THE
OUTSTANDING ORDINARY SHARES WILL BE LIMITED TO A VOTING POWER OF APPROXIMATELY
10%. THE COMPANY WILL FURNISH A COPY OF ITS ARTICLES OF ASSOCIATION TO THE
HOLDER OF RECORD OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE
SECRETARY OF THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.
ACE Limited will furnish without charge to each shareholder who so requests
the powers, designations, preferences and relative, participating, optional or
other special rights of each class of shares or series thereof of the Company,
and the qualifications, limitations, or restrictions of such preferences and/or
rights. Such request may be made to the Secretary of the Company at its
principal place of business.
This certificate also evidences and entitles the holder hereof to certain rights
as set forth in the Rights Agreement between ACE Limited (the "Company") and
Mellon Investor Services LLC, effective as of December 31, 2001 (the "Rights
Agreement"), the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal offices of the Company. Under
certain circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. The Company will mail to the holder of this certificate a copy of
the Rights Agreement, as in effect on the date of mailing, without charge
promptly after receipt of a written request therefor. Under certain
circumstances set forth in the Rights Agreement, Rights issued to, or held by,
any Person who is, was or becomes an Acquiring Person or an Affiliate or
Associate thereof (as such terms are defined in the Rights Agreement), whether
currently held by or on behalf of such Person or by any subsequent holder, shall
become null and void.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM _ as tenants in common UNIF GIFT MIN ACT
_ _____________________ Custodian ____________________
(Cust) (Minor)
TEN ENT _ as tenants by the entireties under Uniform Gifts to Minors
JT TEN _ as joint tenants with right
Act __________________________________________
survivorship and not as
of (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
For Value Received, ___________________________________ hereby sell, assign
and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(Please print or typewrite name and address, including zip code, of assignee)
___________________________________________________________________ Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
____________________________________________________________________________
Attorney
to transfer the said shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated __________________________
_______________________________________________
AC
THIS CERTIFICATE IS TRANSFERABLE
IN RIDGEFIELD PARK, NJ
OR NEW YORK, NY
INCORPORATED UNDER THE LAWS
OF THE CAYMAN ISLANDS
CUSIP G0070K 10 3
SEE REVERSE FOR CERTAIN ABBREVIATIONS AND FOR A SUMMARY OF CERTAIN RESTRICTIONS
ON SHARE TRANSFERS AND LIMITATIONS ON VOTING RIGHTS
ace limited
THIS IS TO CERTIFY THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES, PAR VALUE U.S. $0.041666667, IN
THE ABOVE-NAMED COMPANY SUBJECT TO THE MEMORDANDUM AND ARTICLES OF ASSOCIATION
THEREOF.
This certificate is transferable on the books of the Corporation in person
or by duly authorized attorney upon surrender of this certificate properly
endorsed.
This certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized Directors.
Dated:
GENERAL COUNSEL AND SECRETARY
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
MELLON INVESTOR SERVICES LLC
TRANSFER AGENT
BY
AND REGISTRAR
AUTHORIZED SIGNATURE
Dates Referenced Herein and Documents Incorporated by Reference
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