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Washington, D.C. 20549


Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)


(Exact name of registrant as specified in its charter)

Commission file number: 1-8661

(908) 903-2000

(Registrants 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):

This Current Report on Form 8-K is being filed in connection with a memorandum of understanding (the MOU) regarding certain litigation relating to the proposed merger (the merger) of The Chubb Corporation (Chubb or the Company) with and into William Investment Holdings Corporation (Merger Sub), a wholly owned subsidiary of ACE Limited (ACE), pursuant to the agreement and plan of merger (the merger agreement), dated as of June 30, 2015, by and among Chubb, ACE and Merger Sub.

The litigation to which the MOU relates are ten putative class action lawsuits challenging the merger and naming as defendants Chubb, the Chubb board of directors, ACE and/or Merger Sub (collectively, defendants). The suits were filed in the New Jersey Superior Court, Somerset County, Chancery Division and are captioned: The Sadie Nauy Charitable Found. v. The Chubb Corp., et al. , C-012040-15 (filed July 10, 2015); Anne Cutler v. John D. Finnegan, et al. , C-012041-15 (filed July 10, 2015); Sidney Weiman v. The Chubb Corp., et al. , C-012043-15 (filed July 14, 2015); Renee Sayegh v. The Chubb Corp., et al ., C-012045-15 (filed July 10, 2015); Judy Mesirov v. The Chubb Corp., et al ., C-012046-15 (filed July 20, 2015); Shiva Stein v. The Chubb Corp., et al ., C-012047-15 (filed July 21, 2015); Vladimir Gusinsky Living Trust v. The Chubb Corp., et al. , C-012048-15 (filed July 22, 2015); Jane Schwartzman v. Zoe Baird Budinger, et al. , C-012049-15 (filed July 20, 2015); Saunders v. The Chubb Corp., et al. , C-012050-15 (filed July 23, 2015); and Polatsch v. The Chubb Corp., et al ., C-012051-15 (filed July 23, 2015) (the Actions). The complaints filed in the Actions allege, among other things, that the Chubb board of directors breached its fiduciary duties by agreeing to sell Chubb through an unfair and inadequate process and by failing to maximize the value of Chubb. Several of the complaints also allege that Chubb, ACE and/or Merger Sub have aided and abetted these breaches of fiduciary duties. The amended complaints filed in the Mesirov , Weiman and Schwartzman Actions added, among other things, allegations that the preliminary Registration Statement on Form S-4 filed by ACE on August 3, 2015 contained material misstatements and omissions.

On October 12, 2015, defendants and plaintiffs in the Actions entered into the MOU, which provides for the settlement of the Actions. The MOU contemplates, among other things, that Chubb will make certain...