8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 30, 2015

Date of Report (Date of earliest event reported)

THE CHUBB CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number: 1-8661

New Jersey	13-2595722
(State of incorporation)	(I.R.S. Employer Identification No.)
15 Mountain View Road, Warren, New Jersey	07059
(Address of principal executive offices)	(Zip Code)

(908) 903-2000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 Other Events.

On July 1, 2015, The Chubb Corporation (“Chubb”) announced the signing of a definitive merger agreement providing for the acquisition of Chubb by ACE Limited (“ACE”) for consideration consisting of ACE stock and cash. A copy of the joint press release and investor presentation are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

On July 1, 2015, copies of the documents attached hereto as Exhibits 99.3, 99.4 and 99.5 were disseminated by Chubb in connection with the acquisition.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this communication may be deemed to be forward-looking statements under certain securities laws, including the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the expected effects of the acquisition of Chubb by ACE, the expected timing of the acquisition and other statements other than in relation to historical facts. Forward-looking statements are typically identified by words such as “believe”, “expect”, “foresee”, “forecast”, “anticipate”, “intend”, “estimate”, “goal”, “plan” and “project” and similar expressions of future or conditional verbs such as “will”, “may”, “should”, “could”, or “would”.

By their very nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties, many of which are outside the control of ACE and Chubb. Forward-looking statements speak only as of the date they are made and, except as required by law, neither party assumes an obligation to update the forward-looking statements contained in this communication. Any annualized, pro forma, projected and estimated numbers in this communication are used for illustrative purposes only, are not forecasts and may not reflect actual results. We caution readers not to place undue reliance on these statements as a number of important factors could cause our actual results to differ materially from the expectations expressed in such forward-looking statements. These factors include, but are not limited to, the possibility that the proposed transaction does not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the strength of the economy and competitive factors in the areas where ACE and Chubb do business; the impact of changes in the laws and regulations regulating insurance services and enforcement thereof; the effects of competition in the markets in which ACE and Chubb operate; judicial or regulatory judgments and legal proceedings; ACE’s ability to complete the acquisition and integration of Chubb successfully; and other factors that may affect future results of ACE and Chubb.

We caution that the foregoing list of important factors is not exhaustive. Additional information about these and other factors can be found in ACE’s 2014 Annual Report on Form 10-K and Chubb’s 2014 Annual Report on Form 10-K, each filed with the U.S. Securities and Exchange Commission (the “SEC”) and available at the SEC’s website (http://www.sec.gov).

IMPORTANT ADDITIONAL INFORMATION

In connection with the proposed transaction, ACE will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of ACE and Chubb, and a Prospectus of ACE, as well as other relevant documents concerning the proposed transaction. The proposed transaction involving ACE and Chubb will be submitted to ACE and Chubb shareholders for their consideration. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF ACE AND CHUBB ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about ACE and Chubb, without charge, at the SEC’s website (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to ACE Limited, 17 Woodbourne Avenue, Hamilton, HM08, Bermuda, Attention: Investor Relations, 441-299-9283,or to The Chubb Corporation, 15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061, Attention: Investor Relations, 908-903-2365.

PARTICIPANTS IN THE SOLICITATION

ACE, Chubb, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding ACE’s directors and executive officers is available in ACE’s proxy statement for its 2015 Annual General Meeting of Shareholders filed with the SEC on April 8, 2015, and ACE’s Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 27, 2015. Information regarding Chubb’s directors and executive officers is available in Chubb’s proxy statement for its 2015 Annual Meeting of Shareholders filed with the SEC on March 13, 2015, and Chubb’s Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 26, 2015. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as described in the preceding paragraph.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release, dated July 1, 2015
99.2	Investor Presentation, dated July 1, 2015
99.3	Chubb Corporate Note, dated July 1, 2015
99.4	Chubb Letter to Managers, dated July 1, 2015
99.5	Chubb Letter to Producers, dated July 1, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 1, 2015

THE CHUBB CORPORATION
By:	/s/ Maureen A. Brundage
	Name:	Maureen A. Brundage
	Title:	Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release, dated July 1, 2015
99.2	Investor Presentation, dated July 1, 2015
99.3	Chubb Corporate Note, dated July 1, 2015
99.4	Chubb Letter to Managers, dated July 1, 2015
99.5	Chubb Letter to Producers, dated July 1, 2015

EX-99.1

Exhibit 99.1

ACE TO ACQUIRE CHUBB FOR $28.3 BILLION IN CASH AND STOCK

Complementary Businesses and Skills Will Create Global P&C Industry Leader with

Superior Product, Customer and Distribution Channel Capabilities

Growth and Efficiencies from Greater U.S. Capabilities and Increased International Presence

Will Enhance Earning Power and Drive Substantial Growth and Future Value Creation

Combination Will Have Greater Growth and Earnings Than

The Sum of the Two Companies Separately

Transaction Immediately Accretive to EPS and Book Value

Combined Company to Assume Renowned Chubb Name

ZURICH and WARREN, NEW JERSEY — JULY 1, 2015 — ACE Limited (NYSE: ACE) and The Chubb Corporation (NYSE: CB) announced today that the Boards of Directors of both companies have unanimously approved a definitive agreement under which ACE will acquire Chubb. Under the terms of the transaction, Chubb shareholders will receive $62.93 per share in cash and 0.6019 shares of ACE stock. Based on the closing price of ACE stock on June 30, 2015, the total value is approximately $124.13 per Chubb share, or $28.3 billion in the aggregate. This is the equivalent of $125.87 per Chubb share using ACE’s 20-day volume weighted average share price for the period ending June 30, 2015. Upon closing of the transaction, ACE shareholders will own 70% of the combined company, and Chubb shareholders will own 30%. The consideration represents an approximately 30% premium to Chubb’s closing price of $95.14 on June 30, 2015.

Together, ACE and Chubb will create a global leader in commercial and personal property and casualty (P&C) insurance, with enhanced growth and earning power and an exceptional balance of products as a result of greater diversification and a product mix with reduced exposure to the P&C industry pricing

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cycle. The combined company will remain a growth company with complementary products, distribution, and customer segments, a shared commitment to underwriting discipline and outstanding claims service, and substantially increased data to drive new, profitable growth opportunities in both developed and developing markets around the world. The combination will create efficiencies that will provide flexibility for the company to invest in people, technology, products and distribution as well as improve the company’s competitive profile. Additionally, the balance sheet’s size and strength will elevate the combined company into the elite group of global P&C insurers. As of December 31, 2014, on an aggregate basis, the combined company had total shareholders’ equity of nearly $46 billion and cash, investments and other assets of $150 billion.

Growth and Earning Power of the Combination

“We are thrilled to announce the acquisition of Chubb, a venerable company with a great brand,” said Evan G. Greenberg, Chairman and CEO of ACE Limited. “This transaction advances our strategy in a meaningful way and represents an outstanding opportunity to create significant value over a reasonable period of time for both ACE and Chubb shareholders. We are combining two great underwriting companies that are highly complementary. We will make each other better and create a unique company in a class of its own that has greater growth and earning power than the sum of the two companies separately.”

John D. Finnegan, Chairman, President and CEO of Chubb, said, “This is a compelling transaction for all Chubb and ACE stakeholders. The combination brings together two highly respected and successful companies with complementary capabilities, assets and geographic footprints. We are confident that it will deliver strong value to Chubb shareholders, including an immediate premium and participation in the future growth and profitability of a well-positioned combined company. We are pleased that the combined company will adopt the Chubb brand and view this as an affirmation that both companies share a commitment to the attributes of quality and service the brand represents. We look forward to working together as we create a best-in-class global franchise in P&C insurance.”

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Complementary Presence and Capabilities

In the United States commercial lines business, ACE provides a broad range of products and services for industrial commercial, multinational and upper middle market companies with distribution substantially through a major brokerage presence. Chubb is primarily a middle-market commercial, specialty and surety insurer with a broad product portfolio and a major agency presence. In personal insurance, Chubb is a leading provider of personal lines coverage to high net worth customers in the U.S. while ACE has been increasingly focused on these customers as well.

Outside the U.S., ACE is a premier commercial insurer with a presence in 54 countries and a broad product, customer and distribution capability. Chubb’s operations in 25 countries will complement and deepen ACE’s presence. ACE has a leading market position in global accident and health (A&H) and both companies offer complementary personal lines offerings in Canada, Europe, Asia and Latin America. The combined company will have a leading position in professional lines globally with broad product offerings for all sizes of commercial customers.

“We will be well balanced with greater presence and capabilities in product areas that have less exposure to the commercial P&C cycle,” continued Mr. Greenberg. “We have complementary product strengths – where one of us is not present, the other is. Where one of us is strong, the other is even stronger. Where there is overlap in product, generally one of us is more present at the large end of the corporate market while the other is serving the smaller or mid-market segment. The data and insight we will gain from our respective skills and experience will allow us to do so much more. For example, Chubb will enhance ACE’s ability to serve the upper middle market, while ACE will provide more products to serve Chubb’s middle market clients, and our combined strengths will enable us to pursue the small and micro markets globally.

“Finally, we will benefit from each other’s complementary cultures, including a shared passion for underwriting discipline and outstanding claims service. Operating under the Chubb name, with sustained long-term underwriting profit and a larger invested asset base that will benefit from rising interest rates, we will take advantage of the growth opportunities and significant efficiencies to be gained between us. Together, we will grow more substantially and at a faster rate, producing greater earnings, than we could achieve as two separate companies. We look forward to welcoming the talented Chubb employees and their customers and distribution partners to the ACE family.”

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Attractive Shareholder Returns

It is expected that the transaction will be immediately accretive to earnings per share and book value, and by year three, the transaction will be accretive to EPS on a double-digit basis and will be accretive to ROE. It is anticipated that the ROI will exceed ACE’s cost of capital within two years, result in a double-digit return by year three, and tangible book value per share will return to its current level in three years.

Management, Board of Directors, Name and Headquarters

Upon completion of the transaction, the combined company will be led by Mr. Greenberg as Chairman and Chief Executive Officer. Mr. Finnegan has agreed to serve as Executive Vice Chairman for External Affairs of North America and will assist with integration. The company’s Board will be expanded from 14 directors to 18 directors with the addition of four independent directors from Chubb’s current Board.

Chubb will continue to operate under its name while the combined company transitions to operate under the Chubb name globally. The combined company will remain a Swiss company with principal offices in Zurich. Chubb’s headquarters in Warren, New Jersey, will house a substantial portion of the headquarters function for the combined company’s North American Division. ACE will continue to maintain a significant presence in Philadelphia, where its current North American Division headquarters is based.

Financing, Efficiencies, Closing and Approvals

ACE intends to finance the cash portion of the transaction through a combination of $9 billion of ACE and Chubb excess cash plus $5.3 billion of senior notes with a range of maturities to be determined. ACE intends to target a debt-to-total capital ratio of approximately 20% following the acquisition, within the guidelines for the company’s ratings.

By the third year after closing, the company expects to realize annual expense savings of approximately $650 million pre-tax where both companies overlap. The company also expects to achieve meaningful growth that will result in substantial additional revenue. By year five, earnings accretion is expected to be balanced between revenue and expense-related synergies. The efficiencies created will provide greater flexibility for the company to invest in people, technology, product and distribution.

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The transaction is expected to close during the first quarter of 2016, subject to approval by ACE and Chubb shareholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and regulatory approvals.

Advisors

Morgan Stanley & Co. LLC is serving as financial advisor and Sullivan & Cromwell LLP is serving as legal counsel to ACE. Guggenheim Securities, LLC is serving as financial advisor and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Chubb.

Conference Call Webcast and Dial-in Information

ACE and Chubb will hold a joint conference call today at 8:30 a.m. Eastern. The conference call will be available via live webcast on the investor relation sections of ACE’s and Chubb’s websites at www.acegroup.com or www.chubb.com. Those participating via telephone should dial 888-481-2864 (within the United States) or 719-325-2214 (international), passcode 3219329. A replay of the call will be available until Wednesday, July 15, 2015, and the archived webcast will be available for one month. To listen to the replay, please dial 888-203-1112 (in the United States) or 719-457-0820 (international), passcode 3219329.

Additional information with respect to the transaction will be posted in the investor relations sections of the acegroup.com and chubb.com websites.

About ACE Group

ACE Group is one of the world’s largest multiline property and casualty insurers. With operations in 54 countries, ACE provides commercial and personal property and casualty insurance, personal accident and supplemental health insurance, reinsurance and life insurance to a diverse group of clients. ACE Limited, the parent company of ACE Group, is listed on the New York Stock Exchange (NYSE: ACE) and is a component of the S&P 500 index. Additional information can be found at: www.acegroup.com.

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About Chubb

Since 1882, members of the Chubb Group of Insurance Companies have provided property and casualty insurance products to customers around the globe. These products are offered through a worldwide network of independent agents and brokers. The Chubb Group of Insurance Companies is known for financial strength, underwriting and loss-control expertise, tailoring products for the needs of high-net-worth individuals and commercial customers in niche markets and select industry segments, and outstanding claim service.

The Chubb Group of Insurance Companies is the marketing term used to describe several separately incorporated insurance companies under the common ownership of The Chubb Corporation. The Chubb Corporation is listed on the New York Stock Exchange (NYSE: CB) and, together with its subsidiaries, employs approximately 10,300 people throughout North America, Europe, Latin America, Asia and Australia. For more information regarding The Chubb Corporation, including a listing of the insurers in the Chubb Group of Insurance Companies, visit www.chubb.com.

Forward Looking Statements

All forward-looking statements made in this press release, related to the acquisition of Chubb, potential post-acquisition performance or otherwise, reflect ACE’s current views with respect to future events, business transactions and business performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future,” “project” or other words of similar meaning. All forward-looking statements involve risks and uncertainties, which may cause actual results to differ, possibly materially, from those contained in the forward-looking statements.

Forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction involving ACE and Chubb, including future financial results; ACE’s and Chubb’s

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plans, objectives, expectations and intentions; the expected timing of completion of the transaction and other statements that are not historical facts. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, without limitation, the following: the inability to complete the transaction in a timely manner; the inability to complete the transaction due to the failure of Chubb’s shareholders to adopt the transaction agreement or the failure of ACE shareholders to approve, among other matters, the issuance of ACE common stock in connection with the acquisition; the failure to satisfy other conditions to completion of the merger, including receipt of required regulatory approvals; the failure of the proposed transaction to close for any other reason; the possibility that any of the anticipated benefits of the proposed transaction will not be realized; the risk that integration of Chubb’s operations with those of ACE will be materially delayed or will be more costly or difficult than expected; the challenges of integrating and retaining key employees; the effect of the announcement of the transaction on ACE’s, Chubb’s or the combined company’s respective business relationships, operating results and business generally; the possibility that the anticipated synergies and cost savings of the merger will not be realized, or will not be realized within the expected time period; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; general competitive, economic, political and market conditions and fluctuations; and actions taken or conditions imposed by the United States and foreign governments and regulatory authorities. In addition, you should carefully consider the risks and uncertainties and other factors that may affect future results of the combined company described in the section entitled “Risk Factors” in the joint proxy statement/prospectus to be delivered to ACE’s and Chubb’s respective shareholders, and in ACE’s and Chubb’s respective filings with the Securities and Exchange Commission (“SEC”) that are available on the SEC’s website, located at www.sec.gov, including the sections entitled “Risk Factors” in ACE’s Annual Report on Form 10–K for the year ended December 31, 2014, which was filed with the SEC on February 27, 2015, and “Risk Factors” in Chubb’s Annual Report on Form 10–K for the year ended December 31, 2014, which was filed with the SEC on February 26, 2015. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. ACE undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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Additional Information and Where to Find It

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This press release may be deemed to be solicitation material in respect of the proposed transaction between ACE and Chubb. In connection with the proposed transaction, ACE intends to file a registration statement on Form S-4, containing a joint proxy statement/prospectus with the SEC. The final joint proxy statement/prospectus will be delivered to the shareholders of ACE and Chubb. This press release is not a substitute for the registration statement, definitive joint proxy statement/prospectus or any other documents that ACE or Chubb may file with the SEC or send to shareholders in connection with the proposed transaction. Shareholders are urged to read all relevant documents filed with the SEC, including the joint proxy statement/prospectus, because they will contain important information about the proposed transaction.

Shareholders will be able to obtain copies of the joint proxy statement/prospectus and other documents filed with the SEC (when available) free of charge at the SEC’s website, http://www.sec.gov. Copies of documents filed with the SEC by ACE will be made available free of charge on ACE’s website at www.acegroup.com. Copies of documents filed with the SEC by Chubb will be made available free of charge on Chubb’s website at www.chubb.com.

Participants in Solicitation

ACE, Chubb and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of ACE is set forth in the proxy statement for ACE’s 2015 Annual General Meeting, which was filed with the SEC on April 8, 2015, and ACE’s Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 27, 2015. Information about the directors and executive officers of Chubb is set forth in the proxy statement for Chubb’s 2015 Annual Meeting of Shareholders, which was filed with the SEC on March 13, 2015, and Chubb’s Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 26, 2015. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC. You may obtain free copies of these documents as described above.

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ACE Group Contacts

Investors: Helen Wilson, 441-299-9283, helen.wilson@acegroup.com

Media: Jeffrey Zack, 212-827-4444, jeffrey.zack@acegroup.com

or

Joele Frank, Wilkinson Brimmer Katcher

Joele Frank/Steve Frankel/Averell Withers

212-355-4449

Chubb Contacts

Investors: Glenn Montgomery, 908-903-2365

Media: Mark Greenberg, 908-903-2682

or

Sard Verbinnen & Co

George Sard/Paul Scarpetta/Jared Levy

212-687-8080

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EX-99.2

Exhibit 99.2

ACE to Acquire Chubb:
Creating a Global P&C Industry Leader
July 1, 2015

Explanatory Notes
Cautionary Statement Regarding Forward-Looking Statements
All forward-looking statements made in this presentation, related to the acquisition of Chubb, potential post-acquisition performance or otherwise, reflect ACE’s current views with respect to future events, business transactions and business performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future,” “project” or other words of similar meaning. All forward-looking statements involve risks and uncertainties, which may cause actual results to differ, possibly materially, from those contained in the forward-looking statements.
Forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction involving ACE and Chubb, including future financial results; ACE’s and Chubb’s plans, objectives, expectations and intentions; the expected timing of completion of the transaction and other statements that are not historical facts. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, without limitation, the following: the inability to complete the transaction in a timely manner; the inability to complete the transaction due to the failure of Chubb’s shareholders to adopt the transaction agreement or the failure of ACE shareholders to approve, among other matters, the issuance of ACE common stock in connection with the acquisition; the failure to satisfy other conditions to completion of the transaction, including receipt of required regulatory approvals; the failure of the proposed transaction to close for any other reason; the possibility that any of the anticipated benefits of the proposed transaction will not be realized; the risk that integration of Chubb’s operations with those of ACE will be materially delayed or will be more costly or difficult than expected; the challenges of integrating and retaining key employees; the effect of the announcement of the transaction on ACE’s, Chubb’s or the combined company’s respective business relationships, operating results and business generally; the possibility that the anticipated synergies and cost savings of the transaction will not be realized, or will not be realized within the expected time period; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; general competitive, economic, political and market conditions and fluctuations; and actions taken or conditions imposed by the United States and foreign governments and regulatory authorities. In addition, you should carefully consider the risks and uncertainties and other factors that may affect future results of the combined company described in the section entitled “Risk Factors” in the joint proxy statement/prospectus to be delivered to ACE’s and Chubb’s respective shareholders, and in ACE’s and Chubb’s respective filings with the Securities and Exchange Commission (“SEC”) that are available on the SEC’s website, located at www.sec.gov, including the sections entitled “Risk Factors” in ACE’s Annual Report on Form 10–K for the year ended December 31, 2014, which was filed with the SEC on February 27, 2015, and “Risk Factors” in Chubb’s Annual Report on Form 10–K for the year ended December 31, 2014, which was filed with the SEC on February 26, 2015. You should not place undue reliance on forward-looking statements, which speak only as of the date of this presentation. ACE undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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Explanatory Notes
Additional Information and Where to Find It
This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This presentation may be deemed to be solicitation material in respect of the proposed transaction between ACE and Chubb. In connection with the proposed transaction, ACE intends to file a registration statement on Form S-4, containing a joint proxy statement/prospectus with the SEC. The final joint proxy statement/prospectus will be delivered to the shareholders of ACE and Chubb. This presentation is not a substitute for the registration statement, definitive joint proxy statement/prospectus or any other documents that ACE or Chubb may file with the SEC or send to shareholders in connection with the proposed transaction. Shareholders are urged to read all relevant documents filed with the SEC, including the joint proxy statement/prospectus, because they will contain important information about the proposed transaction.
Shareholders will be able to obtain copies of the joint proxy statement/prospectus and other documents filed with the SEC (when available) free of charge at the SEC’s website, http://www.sec.gov. Copies of documents filed with the SEC by ACE will be made available free of charge on ACE’s website at www.acegroup.com. Copies of documents filed with the SEC by Chubb will be made available free of charge on Chubb’s website at www. Chubb.com.
Participants in Solicitation
ACE, Chubb and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of ACE is set forth in the proxy statement for ACE’s 2015 Annual General Meeting, which was filed with the SEC on April 8, 2015, and ACE’s Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 27, 2015. Information about the directors and executive officers of Chubb is set forth in the proxy statement for Chubb’s 2015 Annual Meeting of Shareholders, which was filed with the SEC on March 13, 2015, and Chubb’s Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 26, 2015. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC. You may obtain free copies of these documents as described above.
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Compelling Strategic Rationale

• Two Great Underwriting Companies Combined Will Create a Global P&C Industry Leader with Greater Earning Power and Substantial Future Value Creation Opportunity

• A Growth Company: Complementary, Superior Strengths in Product, Distribution and Customer Expertise with Increased Data and Insight Will Drive New Opportunities in Both Developed and Developing Markets

• Greater Growth and Earning Power Together than the Sum of the Two Companies Separately

• Exceptional Balance as a Result of Greater Product Diversification; Product Mix Has Reduced Exposure to the P&C Industry Cycle

• Shared Culture of Underwriting Discipline with Proven Long-Term Track Record of World-Class Underwriting Results

• Efficiencies Gained through the Combination and Greater Revenue Growth Medium-Term Will Drive Returns, Create Opportunities to Invest and Improve Competitive Profile

• Attractive Shareholder Returns: Immediately Accretive to EPS and Book Value; Double-Digit EPS Accretion, ROE Accretive and Double-Digit ROI by Year Three; ROI Exceeds Company’s Cost of Capital by Year Two; Tangible Book Value Per Share Returns to Current Level in Year Three

• Size and Strength of Balance Sheet Puts Company into Elite Group of Global Insurers

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Transaction Highlights

Transaction	•     Acquisition of Chubb by ACE in a cash and stock transaction
Deal Value	•     $124.13 per Chubb share, based on the closing price of ACE stock on June 30, 2015
	— $28.3B transaction equity value (1)
	•     30% premium to Chubb’s closing price of $95.14 on June 30, 2015
	•     Equivalent to $125.87 per Chubb share using ACE’s 20-day volume weighted average share price for the period ending June 30, 2015
Consideration Mix	•     Aggregate consideration mix of approximately 50% stock and 50% cash to Chubb shareholders, including:
	— $62.93 cash per Chubb share
	— 0.6019 ACE shares per Chubb share
	•     Resulting pro forma ownership: 70% ACE; 30% Chubb
Financing	•     $14.3B aggregate cash consideration, funded by cash on hand and new senior debt
	•     $13.9B aggregate stock consideration, issued directly to Chubb shareholders
Approvals and Timing	•     Customary regulatory and shareholder approvals
	•     Expected closing during 1Q 2016
Other	•     Combined global operations to use Chubb name
	•     Four Chubb Directors to join ACE board
	•     Evan Greenberg to serve as Chairman and CEO of combined company
	•     John Finnegan to serve as Executive Vice Chairman for External Affairs of North
	America and will advise Mr. Greenberg on integration

(1) Based on 227.6MM basic Chubb shares at May 31, 2015

Transaction Consideration Detail (1)

Total Consideration to Chubb Shareholders
	Per Share (2)		$B		% of Total
Cash Consideration	$	62.93		14.3		51	%
Stock Consideration	$	61.20		13.9		49	%
Total Consideration	$	124.13		28.3		100	%
Cash Consideration
	$B
Cash on Hand (3)		9.0
New Senior Debt		5.3
Total Value		14.3
Stock Consideration
•     Fixed exchange ratio of 0.6019 ACE shares for each Chubb share
ACE Shares Issued to Chubb (M)		137.0
ACE Share Price ($)	$	101.68
Total Value ($B)		13.9

(1) Market data as of June 30, 2015

(2) Based on 227.6MM basic Chubb shares at May 31, 2015

(3) Between the two companies

Transaction Provides Significant Value to Chubb Shareholders
¡ Provides significant value to shareholders today and as part of combined business
- Attractive premium
- Significant and immediate value
- Upside potential
- Number of strategic benefits (overview)
- Enhanced earning power and growth/value creation opportunities
¡ Compelling transaction for Chubb
7

Attractive Shareholder Returns
Accretion

¡ The transaction will be accretive to the company’s per share earnings and book value per share immediately
¡ By year three, the transaction will be accretive to EPS on a double-digit basis and will be accretive to ROE

¡ ROI will exceed ACE’s cost of capital within two years and be a double-digit return by year three
¡ Tangible book value per share will return to its current level in three years
¡ Expected goodwill payback in approximately 5.5 years
Future Value Creation
¡ $650M of annual run-rate expense efficiencies expected to be realized by 2018

¡ Substantial annual incremental growth-related revenue expected to be realized by end of 2020
¡ Balanced contributions to earnings from revenue and expense-related opportunities expected to be realized by 2020
8

Combines Leading Insurers with Complementary Strengths

		ACE			Chubb
¡			Leading writer of industrial commercial and
				¡		Leading writer of U.S. middle market commercial
			specialty P&C globally with a broad product
Product						P&C, U.S. high net worth personal lines,
			portfolio, global A&H and developing market SME
						professional lines and personal lines globally
			and personal lines globally
Geography	¡		Global insurer with substantial international	¡		More U.S. centric with meaningful international
			operations (54 countries)			presence (25 countries)
¡			U.S.: Large corporate and upper middle market
				¡		U.S.: Middle market commercial and HNW
			commercial and HNW business
Customer						individuals
Base	¡		International: Large corporate, middle market,	¡		International: Predominantly HNW and middle
			small commercial and personal lines (lower and
						market
			middle income)
Distribution	¡		Predominately U.S. broker, international broker,	¡		Primarily U.S. agency-based and broker and agent
			agency and direct marketing			internationally

9

Shared Culture of Underwriting Discipline
Superior Underwriting Performance a Result of Common, Relentless Focus on Underwriting Standards
Combined Ratio (%) ACE Chubb North American Peers1 Global Peers2
112
102
92
82
2004-14 Average
96.6%
98.8%
89.8%
91.3%
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

(1) Includes AIG, CNA, HIG, TRV, XL.

(2) Includes Allianz, AXA, Munich Re, RSA, Zurich, QBE.

Combined Business a Global Leader
Creates Market Leading Positions
¡ #1 global P&C insurance company by P&C underwriting income
¡ #2 U.S. public P&C insurer by market cap
¡ #4 public global multiline insurance company by book value and operating income
¡ #2 in U.S. commercial lines by direct written premiums
- #1 in professional lines globally
- #3 in U.S. excess and surplus lines
- #5 in U.S. surety
¡ Significantly enhanced presence in fast growing markets (Asia & Latin America)
~$7B total premium
Largest Public Global Insurer by P&C U/W Income1
$ in billions $3.3 $2.6 $2.5 $1.9 $1.4 $1.0 $0.8
($0.7) Combined Travelers Allianz ACE Chubb Axa Zurich AIG
4th Largest Public Global Insurer by Operating Income1
$ in billions $6.6 $5.8 $5.7 $5.2
$3.6 $3.3 $3.0 $1.9
AIG Allianz AXA Combined Travelers ACE Zurich Chubb
4th Largest Public Global Insurer by Book Value1
$ in billions $106.9
$78.9 $73.5 $45.9 $34.7 $29.6 $24.8 $16.3
AIG Axa Allianz Combined Zurich ACE Travelers Chubb
Sources: A.M. Best, company filings and SNL Financial. Financial data as of December 31, 2014 (1) Combined indicates sum and does not reflect any purchase accounting adjustments
11

Range of Leading Businesses
Business Segment ACE Contribution to Combined Company (2014 NPW)
Chubb
U.S. Professional & Surety 38% 62% Lines International Professional & Surety1 47% 53% U.S. Commercial P&C2 46% 54% Commercial International 74% 26%
Commercial P&C1, 2
U.S. HNW Personal Lines3
31% 69%
International
Lines1 64% 36%
Personal Lines
Global A&H and Life 89% 11%
Global Regions
North America3
(U.S., Bermuda & Canada) 52% 48%
Europe
(inc. Middle East & Africa) 73% 27%
Asia 80% 20%
Latin America 77% 23%
(1) International NPW includes Bermuda and Canada; pro forma for 2014 Samaggi and Itau (2014 full year)
(2) Commercial P&C excludes Professional Lines and Surety
(3) Pro Forma for Fireman’s Fund 2014 NPW
12

Substantial Size and Strength by Any Measure
$Bn
Metric ACE Chubb Total1
Income Statement (2014)
GPW $23.4 63.3% 36.7% $13.6 $37.0 NPW 17.8 58.6% 41.4% 12.6 30.4 Operating Income 3.3 64.1% 35.9% 1.9 5.2
Balance Sheet (12/31/14)
Cash & Investments 63.6 59.4% 40.6% 43.5 107.1
Total Assets 98.2 65.7% 34.3% 51.3 149.5

(1) Total indicates sum and does not reflect any purchase accounting adjustments

Extensive Diversification by Geography and Business Line
2014 NPW ($B)
ACE Chubb Pro-Forma
U.S.
U.S. Commercial P&C1 $3.6 19% $4.2 33% $7.8 25%
U.S. Agriculture 1.6 8% 0.0 0% 1.6 5% U.S. HNW Personal Lines2
1.4 7% 3.2 25% 4.6 15%
U.S. Professional and Surety 1.2 6% 1.9 15% 3.1 10%
International3 / Global
International Personal Lines $1.3 7% $0.7 6% $2.0 6% Business Lines (GAAP NPW) Global A&H & Life 4.7 25% 0.6 5% 5.3 17% International Commercial P&C 3.5 18% 1.2 10% 4.7 15% International Professional & Surety 0.7 4% 0.8 6% 1.5 5% Global Reinsurance 0.9 5% 0.0 0% 0.9 3%
Total NPW $18.9 100% $12.6 100% $31.5 100%

US3 $9.6 51% $9.5 75% $19.0 60% Bermuda & Canada 1.2 6% 0.6 5% 1.8 6% Geography (GAAP NPW) North America $10.7 57% $10.1 80% $20.8 66% Europe 3.4 18% 1.3 10% 4.6 15% Asia 2.6 14% 0.6 5% 3.3 10% Latin America 2.2 11% 0.6 5% 2.8 9%
Total NPW $18.9 100% $12.6 100% $31.5 100%

(1) Commercial P&C excludes Professional Lines and Surety (2) Pro Forma for Fireman’s Fund 2014 NPW

(3) International NPW includes Bermuda and Canada; pro forma for 2014 Samaggi and Itau (2014 full year)

Note: Chubb classifies business as written inside or outside the United States based on the location of the risks associated with the underlying policies.
14

Pro Forma Capital Structure

							Transaction
1Q’15 Metrics ($ in millions)	ACE			Chubb			Adjustments			Pro Forma
Debt		4,157	(1)		2,300			5,300			11,757
Hybrids		309			1,000						1,309
Shareholders’ Equity		29,702			16,162			(2,232	)(2)		43,632
Total Capital		34,168			19,462			3,068			56,698
Debt / Total Capital		12.2	%		11.8	%					20.7	%
(Debt + Hybrids) / Total Capital		13.1	%		17.0	%					23.0	%
Ratings		(A1 / AA / A++	)		(Aa2 / AA / A++	)

(1) ACE’s 1Q’15 Debt excludes i) $1,150MM of debt maturing in 2015 after 1Q’15 and ii) $1,402MM of repurchase agreement obligations (2) Shareholders’ Equity Adjustments include i) elimination of Chubb Shareholders’ Equity ($16,162MM), and ii) addition of aggregate transaction stock consideration ($13,930MM)
15

Conclusion
¡ Two Great Underwriting Companies Combined Will Create a Global P&C Industry Leader with Greater Earning Power and Substantial Future Value Creation Opportunity
¡ A Growth Company: Complementary, Superior Strengths in Product, Distribution and Customer Expertise with Increased Data and Insight Will Drive New Opportunities in Both Developed and Developing Markets
¡ Greater Growth and Earning Power Together than the Sum of the Two Companies Separately
¡ Exceptional Balance as a Result of Greater Product Diversification; Product Mix Has Reduced Exposure to the P&C Industry Cycle
¡ Shared Culture of Underwriting Discipline with Proven Long-Term Track Record of World-Class Underwriting Results
¡ Efficiencies Gained through the Combination and Greater Revenue Growth Medium-Term Will Drive Returns, Create Opportunities to Invest and Improve Competitive Profile
¡ Attractive Shareholder Returns: Immediately Accretive to EPS and Book Value; Double-Digit EPS Accretion, ROE Accretive and Double-Digit ROI by Year Three; ROI Exceeds Company’s Cost of Capital by Year Two; Tangible Book Value Per Share Returns to Current Level in Year Three
¡ Size and Strength of Balance Sheet Puts Company into Elite Group of Global Insurers
16

ACE is a Proven Good Steward of Capital Through Cycles
Natural Catastrophes Operating
BVPS ROE (CAGR) (Average)
Man-made Disasters 2011 Japan Tsunami
Political Unrest ACE
2012 Hurricane Sandy $90.0
Financial Crises 2008-2009 3-yr 7.6% 11.7%
Financial
Crisis/Great 5-yr 9.1% 11.8%
Recession
2011 U.S. Tornados
10-yr 10.7% 13.8%
2010 Deepwater Horizon Oil Spill
2005 Int’l Peers1
Hurricanes
Katrina, 3-yr 3.7% 8.1%
Rita and
2012 5-yr 3.4% 8.6%
Wilma
2011 U.S. Drought
10-yr 5.0% 12.1%
ACE BVPS: U.S. Peers2
$32.5 3-yr 5.3% 10.2% 2014 5-yr 7.0% 9.2%
2011 New Zealand Earthquake
Thai Coup
Arab Spring 10-yr 3.9% 10.6%
2004 2008 2010
Hurricanes Hurricane Chile 2011 Ivan and Ike Earthquake
Thai Floods 2014 Ukraine/ Charley Crimea Crisis
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
International and U.S. peers BVPS CAGRs represent averages for each company; operating ROE averages are for calendar years 2004-2014 (1) International Peers: Allianz, AXA, Munich Re, QBE, RSA, Zurich (Source: Thomson ONE) (2) US Peers: Chubb, CNA, Hartford, Travelers, XL; BVPS includes impact of dilution for Hartford and XL
(Source: SNL)
17

EX-99.3

Exhibit 99.3

July 1, 2015

Message from John Finnegan: Chubb Agrees to Be Acquired by ACE Limited for Approximately $124.13 per Share in Cash and ACE Stock

Dear Colleagues,

Today, we announced that Chubb has agreed to be acquired by ACE for $28.3 billion in cash and ACE Limited stock. I wanted to take this opportunity to communicate with you directly about this news. Attached is a copy of the press release we just issued.

This transaction brings together two highly respected and successful companies that are complementary in many ways, including our capabilities, products and geographic footprints. The combined company will be stronger financially, have a broader global footprint and distribution network and offer customers a wider array of products. These attributes have become increasingly important for long-term success in our business.

Importantly, the combined company will adopt the Chubb name – a clear indication of ACE’s respect for the Chubb brand and the attributes and heritage of quality and outstanding service it represents. ACE’s interest in acquiring our business and our brand is a testament to the franchise we have built together and to your hard work and dedication; we should all take tremendous pride in this. For the thousands of you who are Chubb shareholders, you will receive for each Chubb share approximately $124.13. About half will be paid in cash and half in ACE shares, so you will continue to have an equity stake in the success of the combined company. We will provide additional information about benefit plans and equity awards in the near future.

ACE has committed that Chubb’s current headquarters in Warren, NJ will have a substantial portion of the headquarters function for the combined company’s North American Division. We expect that we will maintain a significant presence in New Jersey.

ACE is one of the world’s largest multiline property and casualty insurers. With more than $30 billion in capital and operations in 54 countries, ACE provides commercial and personal property and casualty insurance, personal accident and supplemental health insurance, reinsurance and life insurance to a diverse group of clients. ACE maintains executive offices in Zurich, Bermuda and New York, among other locations, and employs approximately 21,000 people worldwide, including 10,000 employees in 170 offices in North America.

Until the completion of the transaction expected in the first quarter of 2016, it is business as usual, and both Chubb and ACE will continue to operate as separate and competing companies. During this transition period, it is especially important that we continue delivering the same level of service to our producers and policyholders for which Chubb is renowned.

We are excited about moving forward as a larger, stronger, more global company while at the same time maintaining the quality coverages, outstanding claim service, thought leadership and industry-leading loss control and appraisal services we provide to our producers and customers. We realize you and your colleagues will no doubt have many questions through this process and we will do our best to keep you informed as we move toward closing. To that end, you will be hearing more as we begin integration planning in the coming months.

Thank you for your ongoing dedication to Chubb.

Sincerely,

John D. Finnegan

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this communication may be deemed to be forward-looking statements under certain securities laws, including the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the expected effects of the acquisition of Chubb by ACE, the expected timing of the acquisition and other statements other than in relation to historical facts. Forward-looking statements are typically identified by words such as “believe”, “expect”, “foresee”, “forecast”, “anticipate”, “intend”, “estimate”, “goal”, “plan” and “project” and similar expressions of future or conditional verbs such as “will”, “may”, “should”, “could”, or “would”.

By their very nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties, many of which are outside the control of ACE and Chubb. Forward-looking statements speak only as of the date they are made and, except as required by law, neither party assumes an obligation to update the forward-looking statements contained in this communication. Any annualized, pro forma, projected and estimated numbers in this communication are used for illustrative purposes only, are not forecasts and may not reflect actual results. We caution readers not to place undue reliance on these statements as a number of important factors could cause our actual results to differ materially from the expectations expressed in such forward-looking statements. These factors include, but are not limited to, the possibility that the proposed transaction does not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the strength of the economy and competitive factors in the areas where ACE and Chubb do business; the impact of changes in the laws and regulations regulating insurance services and enforcement thereof; the effects of competition in the markets in which ACE and Chubb operate; judicial or regulatory judgments and legal proceedings; ACE’s ability to complete the acquisition and integration of Chubb successfully; and other factors that may affect future results of ACE and Chubb.

We caution that the foregoing list of important factors is not exhaustive. Additional information about these and other factors can be found in ACE’s 2014 Annual Report on Form 10-K and Chubb’s 2014 Annual Report on Form 10-K, each filed with the U.S. Securities and Exchange Commission (the “SEC”) and available at the SEC’s website (http://www.sec.gov).

IMPORTANT ADDITIONAL INFORMATION

In connection with the proposed transaction, ACE will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of ACE and Chubb, and a Prospectus of ACE, as well as other relevant documents concerning the proposed transaction. The proposed transaction involving ACE and Chubb will be submitted to ACE and Chubb shareholders for their consideration. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF ACE AND CHUBB ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about ACE and Chubb, without charge, at the SEC’s website (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to ACE Limited, 17 Woodbourne Avenue, Hamilton, HM08, Bermuda, Attention: Investor Relations, 441-299-9283, or to The Chubb Corporation, 15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061, Attention: Investor Relations, 908-903-2365.

PARTICIPANTS IN THE SOLICITATION

ACE, Chubb, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding ACE’s directors and executive officers is available in ACE’s proxy statement for its 2015 Annual General Meeting of Shareholders filed with the SEC on April 8, 2015. Information regarding Chubb’s directors and executive officers is available in Chubb’s proxy statement for its 2015 Annual Meeting of Shareholders filed with the SEC on March 13, 2015. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as described in the preceding paragraph.

EX-99.4

Exhibit 99.4

July 1, 2015

Dear Management Team,

This morning we issued a press release announcing that Chubb has agreed to be acquired by ACE Limited for $28.3 billion. Each Chubb shareholder will receive approximately $124.13 per Chubb share owned, about half in cash and half in ACE stock. We also posted a Corporate Note for all employees.

This transaction will elevate the two companies into an elite group of global P&C insurers – with significant financial strength, a stronger global presence, a wider range of product offerings and greater resources to invest in the business. Importantly, the combined company will adopt the Chubb name – a clear indication of ACE’s respect for the Chubb brand and the attributes and heritage of quality and outstanding service it represents.

We recognize that in any transaction of this nature, there are bound to be questions from colleagues who are concerned about how this transaction may impact them specifically. Because the transaction has just been announced and the integration process will take some time, many decisions regarding the combined company have not yet been made. Rest assured we are committed to maintaining regular communication with all employees as the transaction closes and the integration process plays out and to ensuring that any employees that are impacted by the transaction are treated fairly.

We encourage you to organize face-to-face meetings with members of your team over the next day or so to discuss the transaction and the underlying rationale. If you are asked questions that you are not yet equipped to answer, please do not speculate. Simply reply that you are not in a position to respond at this time but will pass on additional information as it becomes available.

The transaction is expected to close in the first quarter of 2016. Until then it is business as usual at Chubb, and it is important that we continue delivering the same level of service to our producers and policyholders for which Chubb is renowned.

I remain grateful for your continued support.

Sincerely,

John Finnegan

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this communication may be deemed to be forward-looking statements under certain securities laws, including the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the expected effects of the acquisition of Chubb by ACE, the expected timing of the acquisition and other statements other than in relation to historical facts. Forward-looking statements are typically identified by words such as “believe”, “expect”, “foresee”, “forecast”, “anticipate”, “intend”, “estimate”, “goal”, “plan” and “project” and similar expressions of future or conditional verbs such as “will”, “may”, “should”, “could”, or “would”.

By their very nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties, many of which are outside the control of ACE and Chubb. Forward-looking statements speak only as of the date they are made and, except as required by law, neither party assumes an obligation to update the forward-looking statements contained in this communication. Any annualized, pro forma, projected and estimated numbers in this communication are used for illustrative purposes only, are not forecasts and may not reflect actual results. We caution readers not to place undue reliance on these statements as a number of important factors could cause our actual results to differ materially from the expectations expressed in such forward-looking statements. These factors include, but are not limited to, the possibility that the proposed transaction does not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the strength of the economy and competitive factors in the areas where ACE and Chubb do business; the impact of changes in the laws and regulations regulating insurance services and enforcement thereof; the effects of competition in the markets in which ACE and Chubb operate; judicial or regulatory judgments and legal proceedings; ACE’s ability to complete the acquisition and integration of Chubb successfully; and other factors that may affect future results of ACE and Chubb.

We caution that the foregoing list of important factors is not exhaustive. Additional information about these and other factors can be found in ACE’s 2014 Annual Report on Form 10-K and Chubb’s 2014 Annual Report on Form 10-K, each filed with the U.S. Securities and Exchange Commission (the “SEC”) and available at the SEC’s website (http://www.sec.gov).

IMPORTANT ADDITIONAL INFORMATION

In connection with the proposed transaction, ACE will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of ACE and Chubb, and a Prospectus of ACE, as well as other relevant documents concerning the proposed transaction. The proposed transaction involving ACE and Chubb will be submitted to ACE and Chubb shareholders for their consideration. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF ACE AND CHUBB ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about ACE and Chubb, without charge, at the SEC’s website (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to ACE Limited, 17 Woodbourne Avenue, Hamilton, HM08, Bermuda, Attention: Investor Relations, 441-299-9283, or to The Chubb Corporation, 15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061, Attention: Investor Relations, 908-903-2365.

PARTICIPANTS IN THE SOLICITATION

ACE, Chubb, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding ACE’s directors and executive officers is available in ACE’s proxy statement for its 2015 Annual General Meeting of Shareholders filed with the SEC on April 8, 2015. Information regarding Chubb’s directors and executive officers is available in Chubb’s proxy statement for its 2015 Annual Meeting of Shareholders filed with the SEC on March 13, 2015. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as described in the preceding paragraph.

EX-99.5

Exhibit 99.5

July 1, 2015

Dear Valued Partner,

Today, we are delighted to announce that Chubb has agreed to be acquired by ACE Limited. This transaction brings together two companies with complementary capabilities, assets and geographic footprints. This is especially great news for you, our producers, as the combined company will be financially strong, with an enhanced global presence, a wider range of product offerings and greater resources to invest in the business.

Importantly, the combined company will adopt the Chubb name – a clear indication of ACE’s respect for the Chubb brand and the attributes and heritage of quality and service it represents.

As you may know, ACE is one of the world’s largest multiline property and casualty insurers. With $30 billion in capital and operations in 54 countries, ACE provides commercial and personal property and casualty insurance, personal accident and supplemental health insurance, reinsurance and life insurance to a diverse group of clients. ACE maintains executive offices in Zurich, Bermuda and New York, among other locations, and employs approximately 21,000 people worldwide, including 10,000 employees in 170 offices in North America.

Let me emphasize that Chubb appreciates and respects our relationships with business partners like you and remains committed to ensuring that all our work with our partners will continue at the same high standards. Both Chubb and ACE have great people. As we begin the process of integrating the two companies, we will evaluate our needs across our businesses and locations and where there is overlap, the most qualified people from ACE and Chubb will be selected for these positions. You can rest assured that you will continue to be serviced by the best people in the industry.

Until the transaction closes, it is business as usual, and both Chubb and ACE will continue to operate as two separate and competing companies.

We are excited about moving forward as a larger, stronger, more global company while at the same time maintaining the quality coverages, outstanding claim service, thought leadership and industry-leading loss control and appraisal services you have come to expect from us. We will keep you informed as we move toward completing this transaction.

Thank you for your ongoing support of Chubb.

Sincerely,

John Finnegan

Chairman, President and Chief Executive Officer

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this communication may be deemed to be forward-looking statements under certain securities laws, including the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the expected effects of the acquisition of Chubb by ACE, the expected timing of the acquisition and other statements other than in relation to historical facts. Forward-looking statements are typically identified by words such as “believe”, “expect”, “foresee”, “forecast”, “anticipate”, “intend”, “estimate”, “goal”, “plan” and “project” and similar expressions of future or conditional verbs such as “will”, “may”, “should”, “could”, or “would”.

By their very nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties, many of which are outside the control of ACE and Chubb. Forward-looking statements speak only as of the date they are made and, except as required by law, neither party assumes an obligation to update the forward-looking statements contained in this communication. Any annualized, pro forma, projected and estimated numbers in this communication are used for illustrative purposes only, are not forecasts and may not reflect actual results. We caution readers not to place undue reliance on these statements as a number of important factors could cause our actual results to differ materially from the expectations expressed in such forward-looking statements. These factors include, but are not limited to, the possibility that the proposed transaction does not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the strength of the economy and competitive factors in the areas where ACE and Chubb do business; the impact of changes in the laws and regulations regulating insurance services and enforcement thereof; the effects of competition in the markets in which ACE and Chubb operate; judicial or regulatory judgments and legal proceedings; ACE’s ability to complete the acquisition and integration of Chubb successfully; and other factors that may affect future results of ACE and Chubb.

We caution that the foregoing list of important factors is not exhaustive. Additional information about these and other factors can be found in ACE’s 2014 Annual Report on Form 10-K and Chubb’s 2014 Annual Report on Form 10-K, each filed with the U.S. Securities and Exchange Commission (the “SEC”) and available at the SEC’s website (http://www.sec.gov).

IMPORTANT ADDITIONAL INFORMATION

In connection with the proposed transaction, ACE will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of ACE and Chubb, and a Prospectus of ACE, as well as other relevant documents concerning the proposed transaction. The proposed transaction involving ACE and Chubb will be submitted to ACE and Chubb shareholders for their consideration. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF ACE AND CHUBB ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about ACE and Chubb, without charge, at the SEC’s website (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to ACE Limited, 17 Woodbourne Avenue, Hamilton, HM08, Bermuda, Attention: Investor Relations, 441-299-9283, or to The Chubb Corporation, 15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061, Attention: Investor Relations, 908-903-2365.

PARTICIPANTS IN THE SOLICITATION

ACE, Chubb, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding ACE’s directors and executive officers is available in ACE’s proxy statement for its 2015 Annual General Meeting of Shareholders filed with the SEC on April 8, 2015. Information regarding Chubb’s directors and executive officers is available in Chubb’s proxy statement for its 2015 Annual Meeting of Shareholders filed with the SEC on March 13, 2015. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as described in the preceding paragraph.