Ace Ltd – ‘10-K’ for 12/31/00 – EX-10.59

On:  Thursday, 3/29/01, at 11:41am ET   ·   For:  12/31/00   ·   Accession #:  950131-1-1644   ·   File #:  1-11778

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         44    271K 
 2: EX-10.59    First Amendment to Ace Stock Purchase Plan             2     11K 
 3: EX-10.60    Amendment to Ace Retirement Plan                       1      8K 
 4: EX-10.61    Amendment and Restatement Agreement                  123    371K 
 5: EX-13.1     Excerpts of the Annual Report of Shareholders         63    380K 
 6: EX-21.1     Subsidiaries of the Company                            4     34K 
 7: EX-23.1     Consent of Pricewaterhousecoopers LLP                  1      8K 

EX-10.59   —   First Amendment to Ace Stock Purchase Plan

EX-10.59
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                                                                   Exhibit 10.59

FIRST AMENDMENT 
OF  
ACE LIMITED EMPLOYEE STOCK PURCHASE PLAN  
----------------------------------------  

     RESOLVED, that, by virtue and in exercise of the amending power reserved to
ACE Limited ("ACE") under the ACE Limited Employee Stock Purchase Plan (the     
"Plan"), the Plan be and is hereby amended in the following particulars, to be  
effective as of the first day of the first Subscription Period beginning after  
June 9, 2000:                                                                   

   1.   By deleting subsection 2.2 in its entirety and replacing it with the
following new subsection 2.2:                               

"2.2  Participation Election.  The Committee shall establish
----------------------                          
`Subscription Periods' of not longer than one year for the  
         accumulation of funds necessary for payment of the Purchase Price (as
defined in subsection 2.3) of Stock under the Plan. For any 
 Subscription Period, an eligible employee shall become a Plan
  `Participant' by filing, with the Committee, a written payroll
          deduction authorization with respect to Compensation otherwise payable
          to the Participant during the period. Such payroll deductions shall be
      any full percentage of the Compensation of the Participant, or any
     specified whole dollar amount, up to but not more than 10% of his
        Compensation in either case. After the beginning of the Subscription
 Period, and except as otherwise provided in subsection 2.4, a
         Participant may not alter the rate of his payroll deductions for that
       period. Subject to the limitations of subsection 2.3, each eligible
       employee who has elected to become a Participant for a Subscription
         Period in accordance with the foregoing provisions of this subsection
        2.2 shall be granted on the first day of such Subscription Period an
         option to purchase (at the applicable Purchase Price) on the Exercise
          Date (as defined in subsection 2.3) for such Subscription Period up to
 a number of whole shares of Stock determined by dividing such
         Participant's accumulated payroll deductions as of such Exercise Date
        by the applicable Purchase Price. Exercise of the option shall occur
        as provided in subsection 2.3, unless the Participant has terminated
       participation in the Plan prior to the Exercise Date as provided in
          subsection 2.4 or the Participant elects not to exercise the option as
          provided in subsection 2.3(b). The option shall expire on the last day
of the Subscription Period."                                

2.   By deleting Section 2.3 in its entirety and replacing it with the
following new Section 2.3:                                  

EX-10.59
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             "2.3   Purchase of Stock.  On the last day of each Subscription
-----------------                   
        Period (the `Exercise Date'), a Participant shall become eligible to
          exercise his option to purchase the number of whole shares of Stock as
       his accumulated payroll deductions for the Subscription Period will
purchase, subject to the following:                         

    (a)  The `Purchase Price' per share shall be equal to 85% of the
              lesser of (i) the fair market value of Stock on the first day of
             the Subscription Period; or (ii) the fair market value of Stock
             on the Exercise Date; provided, however, that in no event shall
         the purchase price be less than the par value of the Stock.

      (b)  A Participant shall be deemed to have elected to purchase the
         shares of Stock which he became entitled to purchase on the
             Exercise Date unless he shall notify the Committee within seven
             days following the Exercise Date, or such shorter period as the
      Committee may establish, that he elects not to make such
purchase.                                         

         (c)  Any accumulated payroll deductions that are not used to purchase
      full shares of Stock under the Plan shall be paid to the
Participant without interest.                     

          (d)  No employee shall have the right to purchase more than $25,000 in
         value of Stock under the Plan (and any other employee stock
               purchase plan described in Code section 423 and maintained by the
              Company or any Related Company) in any calendar year, such value
             being based on the fair market value of Stock as of the date on
              which the option to purchase the Stock is granted, as determined
in accordance with subsection 2.2 of the Plan."   

   FURTHER RESOLVED, that the executive officers of ACE Limited be, and they
hereby are, authorized and directed to take all such actions as they deem       
necessary or desirable to implement the foregoing resolution.                   

     FURTHER RESOLVED, that whenever it is provided in the foregoing resolutions
that an executive officer may take any action as such officer may deem necessary
or desirable, the taking of such action by any such executive officer shall be  
conclusive evidence that such officer deems such action to be necessary or      
desirable.                                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/29/01
For Period End:		12/31/00							4,  5,  5/A
		6/9/00		1					3,  4,  DEF 14A
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