Securities Registration: Employee Benefit Plan (s-8)
May 26 2016 - 4:09PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 26, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Chubb Limited
(Exact
Name of Registrant as Specified in Its Charter)
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Switzerland
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98-0091805
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(State or other jurisdiction of
Incorporation or Organization)
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(IRS employer
identification no.)
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Baerengasse 32
CH-8001 Zurich, Switzerland
(Address of principal executive offices, including zip code)
Chubb Limited 2016 Long-Term Incentive Plan
(Full Title of Plan)
Christopher
J. Kearns
Deputy General Counsel
Chubb Limited
1133
Avenue of the Americas
New York, New York 10036
+1 212-827-4400
(Name,
address, including zip code, and Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of
large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Securities Exchange Act of 1934. Check one:
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered (1)(2)(3)
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Proposed
maximum
offering price
per
share (4)
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee (5)
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Common Shares, par value CHF 24.15 per share, under the Chubb
Limited 2016 Long-Term Incentive Plan
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20,378,636
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$125.59
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$2,559,352,896
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$257,727
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(1)
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This Registration relates to 19,500,000 common shares of Chubb Limited (Chubb common shares) being newly registered and 878,636 Chubb common shares being carried forward to this Registration Statement (the
carryover shares) previously registered pursuant the Registrants Registration Statement on Form S-8 (File Number 333-188949) filed on May 30, 2013 (the 2013 Registration Statement).
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(2)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers an indeterminate number of Chubb common shares which may become issuable
pursuant to the anti-dilution provisions of the Chubb Limited 2016 Long-Term Incentive Plan.
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(3)
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Represents Chubb common shares reserved for issuance under the Chubb Limited 2016 Long-Term Incentive Plan, including stock options, stock appreciation rights, restricted stock units, performance stock units and
deferred units in respect of Chubb common shares.
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(4)
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Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low sales prices per share of Chubb common
shares as reported on the New York Stock Exchange on May 23, 2016.
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(5)
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A registration fee of $10,685 with respect to the carryover shares was previously paid upon the filing of the 2013 Registration Statement (out of a total of $97,281), which amount is being offset against the
registration fees due at this time in accordance with Rule 457(p). Accordingly, the Registrant is paying a registration fee of $247,042 at this time.
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PART I
Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act. The documents containing the information specified in Part I will be delivered to the participants in the Chubb Limited 2016 Long-Term Incentive Plan as required by Rule 428(b). Such documents are not being filed
with the Securities and Exchange Commission as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II
Item 3.
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Incorporation of Documents by Reference
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The following documents filed by the Chubb Limited
(Chubb or the Registrant) are incorporated herein by reference:
(a) The Registrants Annual Report on Form 10-K for the
fiscal year ended December 31, 2015, filed on February 26, 2016;
(b) The Registrants Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2016, filed on May 10, 2016;
(c) The Registrants Current Reports on Form 8-K filed January 14, 2016, January 15,
2016, March 2, 2016, March 25, 2016, April 29, 2016 (filed portion of such Form 8-K only) and May 20, 2016, and the Registrants Current Report on Form 8-K/A dated March 24, 2016; and
(d) The description of Common Shares included in the Registration Statement on Form 8-A/A dated August 28, 2008 filed under Section 12 of the
Securities Exchange Act of 1934 (the Exchange Act) (incorporating the description of Common Shares included in the Registration Statement on Form S-4/A (No. 333-150367) filed on May 29, 2008 pursuant to the Securities Act under the
captions Proposal No. 5: APPROVAL OF THE CONTINUATIONDescription of Share Capital and Borrowing-Issuance of Debt Securities).
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such
documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the Securities and Exchange Commission rules shall not be deemed incorporated by reference into this Registration Statement.
Item 4.
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Description of Securities
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Not applicable.
Item 5.
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Interests of Named Experts and Counsel
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Not applicable.
Item 6.
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Indemnification of Directors and Officers
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It is generally permissible under Swiss law to agree in a
fiduciary agreement to hold a board member harmless for any liabilities that he or she is confronted with during his or her term of office, save for gross negligence, willful intent, contradictory action with regard to legitimate instructions, or in
respect of the violation of certain corporate law duties. Swiss law permits the Registrant or each board member or officer individually to purchase and maintain insurance for directors and officers. The coverage of such insurance depends on the
individual insurance policy.
S-1
The Chubb board members as well as the officers of Chubb are jointly and severally liable to Chubb, the
shareholders and the creditors for damage caused by violation of their duties.
A resolution passed at the shareholders meeting discharging the
members of the Chubb board and management for statutory liability covers only matters that have been disclosed to the shareholders meeting and is binding only upon Chubb and upon shareholders that have approved the resolution. The right of the
remaining shareholders to claim damages on behalf of the Registrant expires six months after such resolution has been passed.
Chubbs articles of
association provide that Chubb will indemnify and hold harmless, to the fullest extent permitted by law, each of the members of the Chubb board and officers out of Chubbs assets from and against all actions, costs, charges, losses, damages and
expenses which they or any of them may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty on behalf of Chubb; provided that this indemnity shall not extend to any
matter in which any of said persons is found, in a final judgment or decree not subject to appeal, to have committed fraud or dishonesty. Without limiting the foregoing, Chubb shall advance court costs and attorneys fees to the members of the
Chubb board and officers, except in cases where Chubb itself is the plaintiff. Chubb may however recover such advanced cost if a court holds that the Chubb board or the officer in question has breached relevant duties.
Chubb has also entered into indemnification agreements with each of its directors and executive officers. The indemnification agreements are in furtherance of
Chubbs articles of association, which require the Registrant to indemnify its directors and officers to the fullest extent permitted by applicable law as well as New York Stock Exchange and Securities and Exchange Commission regulations. The
indemnification agreements provide for indemnification arising out of specified indemnifiable events and provide for advancement of expenses. The indemnification agreements set forth procedures relating to indemnification claims.
Swiss law permits a company and each board member or officer individually to purchase and maintain insurance for directors and officers. Chubb maintains
directors and officers insurance for its directors and officers. Directors and officers of Chubb are provided with indemnification against certain liabilities pursuant to a directors and officers liability insurance policy.
Coverage is afforded for any loss that the insureds become legally obligated to pay by reason of any claim or claims first made against the insureds or any of them during the policy period from any wrongful acts that are actually or allegedly
caused, committed or attempted by the insureds prior to the end of the policy period. Wrongful acts are defined as any actual or alleged error, misstatement, misleading statement or act, omission, neglect or breach of duty by the insureds while
acting in their individual or collective capacities as directors or officers of Chubb, or any other matter claimed against them by reason of their being directors or officers of Chubb. Certain of Chubbs directors may also be provided by their
employer with indemnification against certain liabilities incurred as directors of Chubb.
Item 7.
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Exemption from Registration Claimed
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Not applicable.
The exhibits filed herewith or incorporated by reference herein are set forth in the Index to
Exhibits filed as part of this Registration Statement.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered
(if the total dollar value of securities offered would not exceed that
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which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration
statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material changes to such information in this Registration Statement;
provided, however,
paragraphs (a)(1)(i) and (ii) above do not
apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Each person whose signature appears below constitutes and appoints Evan G. Greenberg, Philip V. Bancroft and Joseph F. Wayland, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, full to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Zurich, Switzerland, on May 26, 2016.
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Chubb Limited
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By
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/s/ Philip V. Bancroft
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Name:
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Philip V. Bancroft
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Title:
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Executive Vice President and
Chief Financial
Officer
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Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons
in the capacities indicated on May 26, 2016.
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Signature
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Title
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/s/ Evan G. Greenberg
Evan G. Greenberg
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Chairman, President and Chief Executive Officer; Director
(Principal Executive Officer)
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/s/ Philip V. Bancroft
Philip V. Bancroft
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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/s/ Paul B. Medini
Paul B. Medini
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Chief Accounting Officer
(Principal Accounting Officer)
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/s/ Michael G. Atieh
Michael G. Atieh
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Director
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/s/ Sheila P. Burke
Sheila P. Burke
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Director
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/s/ James I. Cash, Jr.
James I. Cash, Jr.
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Director
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/s/ Mary A. Cirillo
Mary A. Cirillo
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Director
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/s/ Michael P. Connors
Michael P. Connors
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Director
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S-4
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/s/ John A. Edwardson
John A. Edwardson
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Director
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/s/ Robert M. Hernandez
Robert M. Hernandez
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Director
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/s/ Lawrence W. Kellner
Lawrence W. Kellner
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Director
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/s/ Leo F. Mullin
Leo F. Mullin
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Director
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/s/ Kimberly A. Ross
Kimberly A. Ross
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Director
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/s/ Robert W. Scully
Robert W. Scully
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Director
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/s/ Eugene B. Shanks, Jr.
Eugene B. Shanks, Jr.
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Director
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/s/ Theodore E. Shasta
Theodore E. Shasta
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Director
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/s/ David H. Sidwell
David H. Sidwell
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Director
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/s/ Olivier Steimer
Olivier Steimer
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Director
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/s/ James M. Zimmerman
James M. Zimmerman
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Director
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the undersigned
as the duly authorized representative of Chubb Limited in the United States.
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/s/ Philip V. Bancroft
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Name: Philip V. Bancroft
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May 26, 2016
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INDEX TO EXHIBITS
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Exhibit
Number
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Exhibit
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4.1
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Amended and Restated Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on May 20, 2016)
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4.2
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Organizational Regulations of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K filed on March 2, 2016)
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4.3
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Specimen certificate representing Common Shares (Incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K filed on July 18, 2008)
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4.4
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Chubb Limited 2016 Long-Term Incentive Plan
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5.1
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Opinion of Bär & Karrer AG
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23.1
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
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23.2
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Consent of Bär & Karrer AG (included in Exhibit 5.1)
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24.1
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Powers of Attorney (included in signature pages)
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S-7
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