8-KLeadership ChangesMaterial AgreementsRegulation FD+1

Chubb Ltd 8-K Report, Material Agreement (Jul 16, 2008)

Filed July 16, 2008For Securities:CB

Summary

This 8-K filing for ACE Limited (now Chubb Ltd) reports on significant corporate actions related to its re-domestication to Switzerland. Key events include shareholder approval of resolutions necessary for the company's continuation in Zurich and the execution of amendments and waivers to various credit facilities to accommodate this move. These credit facility adjustments were made to preempt any potential defaults arising from the change in domicile. Additionally, the filing details the approval of the fourth amendment to the ACE Limited 2004 Long-Term Incentive Plan, which makes an additional 4 million shares available for awards, and the establishment of new employment agreements for key executives, including the CEO, CFO, and General Counsel, to formally align their roles and a portion of their compensation with the anticipated Swiss parent company. These employment agreements ensure that 10% of their total compensation is allocated to their work for ACE Limited in Switzerland.

Key Highlights

  • 1Shareholders approved resolutions to facilitate ACE Limited's continuation as a Swiss company in Zurich.
  • 2Amendments and waivers were executed on various credit facilities to accommodate the re-domestication and waive potential defaults.
  • 3The ACE Limited 2004 Long-Term Incentive Plan (LTIP) was amended, making an additional 4 million shares available for awards.
  • 4New employment agreements were established for key executives (CEO, CFO, General Counsel) to formalize their roles with the Swiss parent company.
  • 5These executive employment agreements allocate 10% of their total compensation and work time to ACE Limited in Switzerland.
  • 6The changes to credit facilities and executive employment agreements are effective around July 10, 2008.

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