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«INVITATION AND PROXY STATEMENT FOR THE 2013 ANNUAL GENERAL MEETING OF SHAREHOLDERS April 5, 2013 Zurich, Switzerland TO THE SHAREHOLDERS OF ACE ...»

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INVITATION AND PROXY STATEMENT

FOR THE 2013 ANNUAL GENERAL MEETING OF SHAREHOLDERS

April 5, 2013

Zurich, Switzerland

TO THE SHAREHOLDERS OF ACE LIMITED:

The Annual General Meeting of ACE Limited will be held at 2:45 p.m. Central European time (doors open

at 1:45 p.m. Central European time) on Thursday, May 16, 2013, at the offices of ACE Limited, Baerengasse 32,

CH-8001 Zurich, Switzerland, with the following agenda:

1. Election of Directors

1.1 Election of Robert M. Hernandez

1.2 Election of Peter Menikoff

1.3 Election of Robert Ripp

1.4 Election of Theodore E. Shasta

2. Amendment to the Articles of Association to declassify the Board of Directors

3. Approval of the annual report and financial statements for the year ended December 31, 2012

3.1 Approval of the annual report

3.2 Approval of the statutory financial statements of ACE Limited

3.3 Approval of the consolidated financial statements

4. Allocation of disposable profit

5. Discharge of the Board of Directors

6. Election of Auditors

6.1 Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor until our next annual ordinary general meeting

6.2 Ratification of appointment of independent registered public accounting firm PricewaterhouseCoopers LLP (United States) for purposes of United States securities law reporting for the year ending December 31, 2013

6.3 Election of BDO AG (Zurich) as special auditing firm until our next annual ordinary general meeting

7. Approval of ACE Limited 2004 Long-Term Incentive Plan as amended through the sixth amendment

8. Approval of the payment of a distribution to shareholders through reduction of the par value of our shares, such payment to be made in four quarterly installments at such times during the period through our next annual general meeting as shall be determined by the Board of Directors

9. Advisory vote to approve executive compensation

PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE RETURN ENVELOPE

FURNISHED FOR THAT PURPOSE, AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU

PLAN TO ATTEND THE MEETING. IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR

PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED

PROXY STATEMENT. FOR FURTHER INFORMATION CONCERNING THE INDIVIDUALS

NOMINATED AS DIRECTORS, THE AGENDA ITEMS BEING VOTED UPON, USE OF THE PROXY

AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE PROXY STATEMENT ON

THE FOLLOWING PAGES.

By Order of the Board of Directors,

–  –  –

We committed or deployed more than $1.3 billion in capital in 2012 to acquisitions in emerging regions of

the world that enhance our growth and diversification strategies, including:

• Asuransi Jaya Proteksi in Indonesia (completed in 2012)—one of that country’s top 10 general insurers and a leader in personal lines • Fianzas Monterrey in Mexico (completed in 2013)—the second largest surety company in Mexico and the third largest in Latin America • ABA Seguros in Mexico (announced in October 2012)—Mexico’s fourth largest personal lines insurance company The following charts highlight certain of our key metrics for evaluating financial performance. They also show certain metrics in comparison with other North American and global P&C companies (inclusive of our Financial Performance Peer Group).

Combined Ratio vs. Peers

–  –  –

Compensation Highlights The goal of our compensation program is to fairly compensate our employees and to enhance shareholder value by continuing to closely align our executive compensation philosophy and practices with the interests of our shareholders. We also compete for executive talent with North American and global insurance companies and seek the most capable executives who are generally in high demand. Our compensation practices are

structured to:

• pay for performance • encourage business decision-making aligned with the long-term interests of the Company and our shareholders without encouraging or rewarding excessive risk, and iii

• support the human resource requirements of our business in all the markets, globally, in which we operate.

Pay for Performance We balance long-term and short-term awards to structure compensation that pays for performance—both individual and Company. Individual performance criteria include personal contribution to business results, execution of objectives, leadership and ethical conduct. Company performance is measured in absolute terms, relative to our Board-approved plan as well as prior year; and in relative terms compared to our designated peer groups that are consistent year-over-year (see the “Executive Compensation” section of this proxy statement).

We also assess performance relative to our long-term strategy and goals.





2012 Named Executive Officer Compensation The following table sets forth compensation for 2012 for our named executive officers. See the notes accompanying the 2012 Summary Compensation Table on page 77 for more information.

–  –  –

Evan G. Greenberg............. $1,200,000 $5,100,000 $6,370,007 $1,912,566 $973,939 $15,556,512 Chairman, President and Chief Executive Officer Philip V. Bancroft.............. $ 700,000 $1,000,000 $1,312,525 $ 243,944 $565,822 $ 3,822,291 Chief Financial Officer Robert F. Cusumano............ $ 560,000 $1,312,500 $ 937,486 $ 174,250 $410,085 $ 3,394,321 General Counsel and Secretary John W. Keogh................ $ 825,000 $1,750,000 $2,062,455 $ 383,348 $306,287 $ 5,327,090 Vice Chairman and Chief Operating Officer; Chairman, ACE Overseas General John J. Lupica................. $ 700,000 $1,265,000 $1,012,450 $ 188,189 $265,491 $ 3,431,130 Chairman, Insurance—North America Other Key Compensation Features

• Detailed individual and company performance criteria

• Significant performance-based equity awards

• Carefully constructed peer groups, reevaluated annually

• Clawback of unvested equity compensation

• No tax reimbursements or gross-ups

• Significant mandatory executive share ownership guidelines, adhered to by all NEOs

• Anti-hedging policy for NEOs

–  –  –

INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING

References in this proxy statement to “$” and “USD” are to United States dollars and references to “CHF” are to Swiss francs.

Why Did You Send Me This Proxy Statement?

We sent you this proxy statement and the enclosed proxy card because the Board of Directors of ACE Limited (which we refer to as we, us, our, ACE, or the Company) is soliciting your proxy to vote at its 2013 Annual General Meeting, which will be held at 2:45 p.m. Central European time on Thursday, May 16, 2013, at the offices of ACE Limited, Baerengasse 32, CH-8001 Zurich, Switzerland. A copy of our Annual Report to Shareholders for the fiscal year ended December 31, 2012 accompanies this proxy statement. Our 2012 Annual Report to Shareholders includes the statutory financial statements of ACE Limited and our consolidated financial statements for the year ended December 31, 2012. We will begin mailing these proxy materials on or about April 12, 2013 to all shareholders entitled to vote.

This proxy statement summarizes the information you need to vote at the Annual General Meeting. You do not need to attend the Annual General Meeting to vote your shares. You may simply complete, sign and return the enclosed proxy card if you are a registered holder of shares or the enclosed voting instruction card if you are a beneficial holder of shares held in street name, as described below.

What Agenda Items Will Be Voted on at the Annual General Meeting?

The following agenda items are scheduled to be voted on at the Annual General Meeting:

1. Election of Directors

1.1 Election of Robert M. Hernandez

1.2 Election of Peter Menikoff

1.3 Election of Robert Ripp

1.4 Election of Theodore E. Shasta

2. Amendment to the Articles of Association to declassify the Board of Directors

3. Approval of the annual report and financial statements for the year ended December 31, 2012

3.1 Approval of the annual report

3.2 Approval of the statutory financial statements of ACE Limited

3.3 Approval of the consolidated financial statements

4. Allocation of disposable profit

5. Discharge of the Board of Directors

6. Election of Auditors

6.1 Election of auditor PricewaterhouseCoopers AG (Zurich) as our statutory auditor until our next annual ordinary general meeting

6.2 Ratification of appointment of independent registered public accounting firm PricewaterhouseCoopers LLP (United States) for purposes of United States securities law reporting for the year ending December 31, 2013

6.3 Election of BDO AG (Zurich) as special auditing firm until our next annual ordinary general meeting

7. Approval of the ACE Limited 2004 Long-Term Incentive Plan, which we refer to as the LTIP, as amended through the sixth amendment

8. Approval of the payment of a dividend in the form of a distribution to shareholders through reduction of the par value of our shares, as further described herein, such payment to be made in four quarterly installments at such times during the period through our next annual general meeting as shall be determined by the Board of Directors

9. Advisory vote to approve executive compensation Our Board recommends that you vote your shares “FOR” each of the nominees for the Board listed in Agenda Item No. 1 and “FOR” each of the Agenda Item Nos. 2-9 (including each subpart) listed above.

Are proxy materials available on the Internet?

–  –  –

Our proxy statement for the 2013 Annual General Meeting, form of proxy card and 2012 Annual Report are available at http://proxy.acegroup.com/phoenix.zhtml?c=100907&p=proxy.

Directions to attend the 2013 Annual General Meeting can be obtained by contacting Investor Relations at +1 (441) 299-9283.

Who Is Entitled to Vote?

April 1, 2013 is the record date for the Annual General Meeting. On that date, we had 340,059,919 Common Shares outstanding. Our Common Shares are registered shares with a current par value of CHF 28.43 and are our only class of voting stock.

Beneficial owners of shares and shareholders registered in our share register with voting rights at the close of business on April 1, 2013 are entitled to vote at the Annual General Meeting, except as provided below. If you ask to be registered as a shareholder of record with respect to your shares in our share register and become a shareholder of record for those shares (as opposed to a beneficial holder of shares held in “street name”) after April 1, 2013, but on or before April 30, 2013, and want to vote those shares at the Annual General Meeting, you will need for identification purposes to obtain a proxy from the registered voting rights record holder of those shares as of the record date of the Annual General Meeting to vote your shares in person at the Annual General Meeting. Alternatively, you may also obtain the proxy materials by contacting Investor Relations by telephone at +1 (441) 299-9283 or via e-mail at investorrelations@acegroup.com. If you are a record holder of our Common Shares (as opposed to a beneficial holder of shares held in “street name”) on the record date of the Annual General Meeting but sell your Common Shares prior to April 30, 2013 you will not be entitled to vote those shares at the Annual General Meeting.

How Many Votes Do I Have?

You have one vote for each of our Common Shares that you own, unless you own Controlled Shares that constituted 10 percent or more of the issued Common Shares, in which case your voting rights with respect to those Controlled Shares will be limited, in the aggregate, to a voting power of approximately 10 percent pursuant to a formula specified in Article 14 of our Articles of Association. Our Articles of Association define Controlled Shares generally to include all shares of the Company directly, indirectly or constructively owned or beneficially owned by any person or group of persons.

What Is the Difference Between Holding Shares as a Shareholder of Record and as a Beneficial Owner?

Most of our shareholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

Shareholder of Record If your shares are registered directly in your name, as registered shares entitled to voting rights, in our share register operated by our transfer agent, Computershare Shareowner Services LLC, you are considered, with respect to those shares, the shareholder of record and these proxy materials are being sent to you directly by us.

As the shareholder of record, you have the right to grant your voting proxy directly to the Company officers named in the proxy card or to the independent proxy (see “How Do I Appoint and Vote via an Independent Proxy if I am a Record Holder?” below) mentioned in the corresponding proxy card, or to grant a written proxy to any person, who does not need to be a shareholder or to vote in person at the Annual General Meeting. We have enclosed a proxy card to the Company officers for you to use.



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