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First Amendment And Waiver To Term Loan Agreement

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Sectors: Insurance
Effective Date: July 10, 2008
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Exhibit 10.8



THIS FIRST AMENDMENT AND WAIVER dated as of July 10, 2008 (this " Amendment" ) amends the Term Loan Agreement dated as of April 1, 2008 (the " Loan Agreement" ) among ACE INA Holdings Inc. (the " Borrower" ), ACE Limited (the " Parent" ), certain subsidiaries of the Parent, various financial institutions and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not defined herein have the respective meanings set forth in the Loan Agreement.

WHEREAS, the Parent has informed the Administrative Agent that the Parent expects to re-domesticate to move its place of incorporation from the Cayman Islands to Switzerland; and

WHEREAS, the Parent has requested and the parties have agreed to amend the Loan Agreement in certain respects as more fully set forth below.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Amendments to Loan Agreement . Subject to the conditions set forth in Section 4, the Loan Agreement is amended as set forth in this Section 1.

1.1 Section 2.12 is amended by (a) adding " (a)" immediately following the title thereof and (b) adding the following new Section (b) at the end thereof:

(b) No proceeds of any Advance may be used directly or indirectly in Switzerland.

1.2 Section 5.01(e) is amended by adding the phrase " or if such disclosure would violate any applicable law" before the period at the end thereof.

1.3 The first sentence of Section 9.10(a) is amended by inserting the phrase " in the Borough of Manhattan" immediately after the phrase " court of the United States of America sitting" therein.

1.4 The first sentence of Section 9.10(b) is amended by adding the phrase " sitting in the Borough of Manhattan in New York City" immediately before the period at the end thereof. SECTION 2. Waiver . The Required Lenders waive any Default that may arise under Section 5.01(d) of the Loan Agreement upon the re-domestication of the Parent to move its place of incorporation from the Cayman Islands to Switzerland in the third or fourth quarter of 2008 (the " Re-domestication" ). SECTION 3. Representations and Warranties . The Parent represents and warrants as follows: 3.1 Authorization . The execution, delivery and performance by the Parent of this Amendment are within its corporate powers, have been duly authorised by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or

official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the memorandum of association, articles of association or by-laws (or any comparable document) of any Loan Party or of any material agreement, judgment, injunction, order, decree or other instrument binding upon any Loan Party o
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