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Consulting Agreement

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Sectors: Insurance
Governing Law: Delaware, View Delaware State Laws
Effective Date: January 01, 2000
Related Agreement Types:
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Exhibit 10.46


CONSULTING AGREEMENT


CONSULTING AGREEMENT dated as of 1/st/ January 2000 (the "Agreement) by and among ACE Limited, a Cayman company limited by shares ("ACE"), and Kramer Capital Corp., a Delaware corporation with its principal place of business in Connecticut ("Kramer Capital").


WHEREAS ACE desires to retain Kramer Capital and its employees for technical support, advice and consulting services;


WHEREAS Kramer Capital is willing to provide such support and consulting services on the terms and conditions hereinafter set forth in this Agreement;


NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the parties agree as follows:


1. Term. Kramer Capital shall be retained to provide services to ACE for a term commencing on the date hereof and ending on the fifth anniversary of the date hereof unless earlier terminated pursuant to Section 5 (the"Term").


2. Position and Responsibility. During the Term, Kramer Capital agrees to act as a non-exclusive insurance and financial advisor to ACE. In particular, Kramer Capital will undertake on behalf of ACE some or all of the following services as agreed from time to time with ACE:


(a) Search for strategic opportunities in the insurance and financial
services industry.


(b) Engage in research on publicly held and privately owned companies in
both the insurance and financial services sector.


(c) Analyze trends in the insurance industry, monitor competition and
evaluate new products, to advise ACE of any new developments that may
affect the industry or ACE or its affiliates specifically.


1


(d) Maintain contact with investment bankers, business brokers and any
other sources of new business opportunities.


(e) Coordinate merger and acquisition activity between ACE, investment
bankers, lawyers, accountants, actuaries and other due diligence
specialists and with target companies.


(f) Provide analysis of prospective transactions.


(g) Find, develop, implement and monitor strategic investments and joint
ventures in markets throughout the world.


(h) Keep ACE's executive staff continually informed of late breaking and
relevant events in the insurance and financial services industry.


(i) Such other special projects as shall be mutually agreed upon by Kramer
Capital and the Chairman of ACE.


Kramer Capital will be expected to make available the services of Don Kramer and others, as may be agreed in performing its obligations hereunder.


3. Retainer. Upon signing this Agreement ACE agrees to pay Kramer Capital an up front retainer fee of $100,000. Additional fees for Kramer Capital's services shall be agreed in writing between the parties from time to time.


4. Reimbursement of Out-of-Pocket Expenses. Reasonable Out-of-pocket expenses incurred by Kramer Capital and its employees during the Term in the provision of its services hereunder shall be reimbursed by ACE, upon presentation of an itemized billing statement.


5. Termination. This Agreement and Kramer Capital's retention hereunder may be terminated at any time by either ACE or Kramer Capital upon 30 days' prior written notice to the other.


6. Status as Consultant. Neither Kra
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