THIRD AMENDMENT
OF
ACE LIMITED 1995 OUTSIDE DIRECTORS PLAN
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RESOLVED, that, by virtue and in exercise of the amending power
reserved to ACE Limited ("ACE") under the ACE Limited 1995 Outside
Directors Plan (the "Plan"), the Plan be and is hereby amended in the
following particulars, effective as August 6, 1999:
1. By adding the following new Section 3A to the Plan as a
part thereof:
"SECTION 3A
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MEETING AWARDS
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(a) Each Eligible Director who is otherwise eligible
to receive cash compensation for attendance at a
meeting of the Board or for attendance at a
meeting of any committee of the Board, may in lieu
of such cash compensation, elect to receive to
such compensation in Stock, and such compensation
payable in Stock shall be considered the grant of
a 'Meeting Award.' An election to receive a
Meeting Award in lieu of cash compensation must be
made in accordance with the requirements of
paragraph (c) of this Section 3A. A Meeting Award
shall be granted as of the first business day
coincident with or next following the date of the
Board or committee meeting to which it relates,
which shall be the 'Award Date' for such award.
(b) The amount of the Meeting Award for attendance at
a Board meeting shall be the number of shares of
Stock having a Fair Market Value (determined as of
the Award Date) of $3,000 per meeting. The amount
of the Meeting Award for attendance at a committee
meeting shall be the number of shares of Stock
having a Fair Market Value (determined as of the
Award Date) of $1,000 per meeting.
(c) Except as otherwise provided in this paragraph
(c), an election to receive a Meeting Award in
lieu of cash compensation for attendance at Board
and committee meetings shall be filed prior to the
first day of the Plan Year in which such meetings
occur. An individual who becomes an Eligible
Director on a date other than the first day of the
Plan Year may elect to receive a Meeting Award in
lieu of cash compensation for the remainder of the
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year by filing a Meeting Award election prior to
the date on which he becomes an Eligible
Director. With respect to meetings occurring in
the 1999 Plan Year but after August 6, 1999, an
Eligible Director may elect to receive a Meeting
Award in lieu of cash compensation by filing an
election no later than September 6, 1999;
provided, however, that such election shall be
effective only with respect to compensation for
meetings occurring after the date such election
is filed. An election to receive a Meeting Award
rather than cash compensation shall apply to all
Board and committee meetings in the Plan Year
for which the election is made.
(d) The shares granted as a Meeting Award under this
Section 3A shall be fully vested at the time of
award.
(e) A Participant may elect to defer receipt of his
Meeting Awards in accordance with Supplement A
of the Plan.
(f) If a Participant has made no election under this
Section 3A with respect to the form of payment
of compensation for his attendance at Board or
committee meetings, then such compensation shall
be paid in cash."
2. By replacing paragraph (a) of Section 7 with the
following new paragraph (a):
"Award. The term 'Award' shall mean the Retainer
Award, the Committee Chairman Award, and the Meeting
Award granted to any person under the Plan."
3. By replacing paragraph (a) of subsection A-1.2 of Supplement A of
the Plan with the following new paragraph (a):
"(a) An election to defer the receipt of Stock
awarded as the Retainer Award for any Plan Year,
to defer receipt of Stock awarded as the Meeting
Award for any Plan Year, or to defer the receipt
of Stock awarded as a Committee Chairman Award
for any quarter of a Plan Year, shall be filed
prior to the first day of that year."
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4. By adding the following new paragraph (d) to the end of subsection
A-1.2 of Supplement A of the Plan as a part thereof:
"(d) An individual who becomes an Eligible Director
on a date other than the first day of a Plan
Year may elect to defer all or a portion of the
Meeting Award for the remainder of the year by
filing a deferral election prior to the date on
which he becomes an Eligible Director."
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.
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