Exhibit 10.59


                                FIRST AMENDMENT
                                      OF
                   ACE LIMITED EMPLOYEE STOCK PURCHASE 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 Employee Stock Purchase Plan (the
"Plan"), the Plan be and is hereby amended in the following particulars, to be
effective as of the first day of the first Subscription Period beginning after
June 9, 2000:

     1.   By deleting subsection 2.2 in its entirety and replacing it with the
          following new subsection 2.2:

          "2.2  Participation Election.  The Committee shall establish
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          `Subscription Periods' of not longer than one year for the
          accumulation of funds necessary for payment of the Purchase Price (as
          defined in subsection 2.3) of Stock under the Plan. For any
          Subscription Period, an eligible employee shall become a Plan
          `Participant' by filing, with the Committee, a written payroll
          deduction authorization with respect to Compensation otherwise payable
          to the Participant during the period. Such payroll deductions shall be
          any full percentage of the Compensation of the Participant, or any
          specified whole dollar amount, up to but not more than 10% of his
          Compensation in either case. After the beginning of the Subscription
          Period, and except as otherwise provided in subsection 2.4, a
          Participant may not alter the rate of his payroll deductions for that
          period. Subject to the limitations of subsection 2.3, each eligible
          employee who has elected to become a Participant for a Subscription
          Period in accordance with the foregoing provisions of this subsection
          2.2 shall be granted on the first day of such Subscription Period an
          option to purchase (at the applicable Purchase Price) on the Exercise
          Date (as defined in subsection 2.3) for such Subscription Period up to
          a number of whole shares of Stock determined by dividing such
          Participant's accumulated payroll deductions as of such Exercise Date
          by the applicable Purchase Price. Exercise of the option shall occur
          as provided in subsection 2.3, unless the Participant has terminated
          participation in the Plan prior to the Exercise Date as provided in
          subsection 2.4 or the Participant elects not to exercise the option as
          provided in subsection 2.3(b). The option shall expire on the last day
          of the Subscription Period."

     2.   By deleting Section 2.3 in its entirety and replacing it with the
          following new Section 2.3:


               "2.3   Purchase of Stock.  On the last day of each Subscription
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          Period (the `Exercise Date'), a Participant shall become eligible to
          exercise his option to purchase the number of whole shares of Stock as
          his accumulated payroll deductions for the Subscription Period will
          purchase, subject to the following:

          (a)  The `Purchase Price' per share shall be equal to 85% of the
               lesser of (i) the fair market value of Stock on the first day of
               the Subscription Period; or (ii) the fair market value of Stock
               on the Exercise Date; provided, however, that in no event shall
               the purchase price be less than the par value of the Stock.

          (b)  A Participant shall be deemed to have elected to purchase the
               shares of Stock which he became entitled to purchase on the
               Exercise Date unless he shall notify the Committee within seven
               days following the Exercise Date, or such shorter period as the
               Committee may establish, that he elects not to make such
               purchase.

          (c)  Any accumulated payroll deductions that are not used to purchase
               full shares of Stock under the Plan shall be paid to the
               Participant without interest.

          (d)  No employee shall have the right to purchase more than $25,000 in
               value of Stock under the Plan (and any other employee stock
               purchase plan described in Code section 423 and maintained by the
               Company or any Related Company) in any calendar year, such value
               being based on the fair market value of Stock as of the date on
               which the option to purchase the Stock is granted, as determined
               in accordance with subsection 2.2 of the Plan."

     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.