ACE Limited Outside Directors Compensation Parameters August 2011
Exhibit 10.2
ACE Limited
Outside Directors Compensation Parameters
August 2011
| Annual Retainer Fee of $230,000. Paid $140,000 in restricted stock and $90,000 cash or, at the election of the director, $230,000 in restricted stock. Includes expectation of service on up to two committees (not counting service on Executive Committee). No fees are payable for regular board or committee meetings. |
| Annual premiums for committee chairs and lead director: |
| Audit$25,000 |
| Compensation$20,000 |
| Risk & Finance$15,000 |
| Nominating & Governance$12,000 |
| Lead director$50,000 |
| Annual premiums for selected committee service (non-chair): None. |
| Committee chair and lead director service premiums are payable in cash quarterly or, at the election of the director, in restricted stock annually. |
| Meeting fees for special meetings (required to consider transactions or other special circumstances, as determined jointly by the Lead Director and Chairman): $2,000 per telephone meeting, $3,000 for in person meetings. Payable in cash quarterly. |
| Restricted stock will be awarded at beginning of the plan year (i.e. the date of the Annual General Meeting) and become non-forfeitable at end of the plan year, provided that the grantee has remained an ACE director continuously during that plan year. Increases shall be paid on a pro-rated basis, based on date of award. |
| Equity ownership maintenance for outside directors: |
| Minimum equity ownership: $400,000. |
| Each Outside Director has until the fifth anniversary of his or her initial election to the Board of Directors to achieve this minimum. |
| Previously granted restricted stock units (whether or not vested) and restricted stock (whether or not vested) shall be counted toward achieving this minimum. |
| Stock options shall not be counted toward achieving this minimum. |
| Once a given Outside Director has achieved the $400,000 minimum equity ownership, such requirement shall remain satisfied going forward as long as he or she retains the number of shares valued at $400,000 based on the NYSE closing price for the Companys Common Shares as of the date such minimum threshold is initially met. |
| Any vested shares held by an Outside Director in excess of the minimum share equivalent specified above may be sold at such Outside Directors discretion. |
| Shares may be sold after consultation with General Counsel. |