DATED 15 NOVEMBER 2004

Exhibit 10.19.4

		LIMITED LIABILITY PARTNERSHIP

CONFORMED COPY

DATED 15 NOVEMBER 2004

ACE LIMITED

as Account Party

ACE BERMUDA INSURANCE LTD.

and

ACE TEMPEST REINSURANCE LTD.

as Guarantors

CITIGROUP GLOBAL MARKETS LIMITED

and

BARCLAYS CAPITAL

as Lead Arrangers

ING BANK, N.V., LONDON BRANCH

as Co-Arranger

CITIBANK INTERNATIONAL plc

as Agent and Security Trustee

and

OTHERS

FIFTH AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO A LETTER OF CREDIT FACILITY

AGREEMENT ORIGINALLY DATED 19 NOVEMBER 1999

CONTENTS

The Exhibit            Form of Amended Facility Agreement

THIS AGREEMENT is dated 15 November 2004 and made between:

WHEREAS:

IT IS AGREED as follows:

Terms defined in the Original Facility Agreement and not otherwise defined herein shall have the same meaning in this Agreement, and the principles of construction set out in the Original Facility Agreement shall apply to this Agreement as if set out in this Agreement in full.

In this Agreement:

“Amended Facility Agreement” means the Original Facility Agreement as amended by this Agreement.

“Commencement Date” means the date on which the Agent confirms in writing to the Account Party, the Guarantors and the Banks that it has received, in form and substance

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satisfactory to it, each of the documents and other items specified in Schedule 2 (Conditions Precedent) to this Agreement.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

With effect on and from the Commencement Date, the Original Facility Agreement shall be amended and restated so that it shall be read and construed for all the purposes as set forth in the Exhibit hereto.

On the date of this Agreement and on the Commencement Date, the Account Party and the Guarantors shall make the Representations as if each reference in those Representations to “this Agreement” and “the Finance Documents” includes a reference to (a) this Agreement and (b) the Amended Facility Agreement.

The Original Facility Agreement and the Finance Documents and every clause thereof shall continue to be in full force and effect and binding on the parties thereto save as expressly amended and supplemented by this Agreement.

Each of the Account Party and the Guarantors shall, at the request of the Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.

The Account Party shall promptly on demand pay the Banks the amount of all costs and expenses (including legal fees) reasonably incurred (together with any VAT thereon) by the Banks in connection with the negotiation, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement and the completion of the transactions herein contemplated.

The Account Party shall, within three Business Days of demand, pay to each Bank the amount of all costs and expenses (including legal fees) on a full indemnity basis together with any VAT thereon incurred by that Bank in connection with the enforcement of, or the preservation of any rights under this Agreement and any other document referred to in this Agreement.

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The Account Party shall pay and, within three Business Days of demand, indemnify each Bank against any costs, loss or liability that each such Bank incurs in relation to all stamp duty, registration and other similar taxes payable in respect of this Agreement and any other document referred to in this Agreement or any judgment given in connection with this Agreement.

The Account Party and the Agent designate this Agreement as a Finance Document by execution of this Agreement for the purposes of the definition of Finance Document in the Original Facility Agreement.

This Agreement shall be governed by and construed in accordance with English law.

The provisions of clause 31 (Remedies and Waivers, Partial Invalidity) and clause 36 (Jurisdiction) of the Original Facility Agreement shall apply, mutatis mutandis, hereto and as if references therein to “this Agreement” or “the Finance Documents” are references to this Agreement.

This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

THE BANKS

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SCHEDULE 2

CONDITIONS PRECEDENT

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SIGNATURES

The Account Party

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