Chubb Ltd

Chubb Limited

Employee Stock Purchase Plan​

Section 1.

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General

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1.1. Purpose and History. The purpose of the Chubb Limited Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Chubb Limited (the “Company”) and the Related Companies (as defined in Section 6) with an opportunity to acquire a proprietary interest in the Company through the purchase of common shares of the Company (“Stock”). The Plan is intended to qualify as an employee stock purchase plan under section 423 of the Internal Revenue Code of 1986, as amended the (“Code”), and the provisions of the Plan are to be construed in a manner consistent with the requirements of that section. The Plan was initially established effective as of July 28, 1995 (the “Original Effective Date”) as the “ACE Limited Employee Stock Purchase Plan”. The Plan was subsequently amended through its fifth amendment, which amended and restated the Plan effective as of February 23, 2017 and changed the name of the Plan to the “Chubb Limited Employee Stock Purchase Plan”. The following provisions constitute an amendment, restatement and continuation of the Plan as adopted by the Board of Directors of the Company (the “Board”) effective as of February 22, 2024, subject to approval of the shareholders of the Company at the Company’s 2024 annual meeting of shareholders.

1.2. Operation and Administration. The operation and administration of the Plan shall be subject to the provisions of Section 3. Capitalized terms in the Plan shall be defined as set forth in Section 6 or elsewhere in the Plan.

Section 2.

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Method of Purchase

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2.1. Eligibility. Plan participation shall be available to (and shall be limited to) all persons who are employees (as defined for purposes of Section 423 of the Code) of the Employers, except that the following persons shall not be eligible to participate in the Plan:

(a)

An employee who has been employed less than 500 hours and less than six months.

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(b)

An employee whose customary employment is 20 hours or less per week.

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(c)

An employee whose customary employment is for not more than five months in any calendar year.

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(d)

An employee who owns, or who would own upon the exercise of any rights extended under the Plan and the exercise of any other option held by the employee (whether qualified or non-qualified), shares possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or of any parent or subsidiary corporation.

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(e)

An employee who is a citizen or resident of a foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) with respect to whom either one or both of the following apply: (i) the grant of an option under the Plan or an offering to a citizen or resident of the foreign jurisdiction is prohibited under the laws of such jurisdiction; or (ii) compliance with the laws of the foreign jurisdiction would cause the Plan or offering to violate the requirements of Section 423 of the Code.

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(f)

Any person who is classified by an Employer as a “contractor” or “consultant,” no matter how characterized by the Internal Revenue Service, other governmental agency, or a court. Any change of characterization of an individual by the Internal Revenue Service or any governmental agency or any court shall have no effect upon the classification of an individual as an employee or Participant for purposes of the Plan, unless the Committee determines otherwise.

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Notwithstanding the foregoing provisions of this subsection 2.1, an individual may participate in the Plan for any Subscription Period only if they are employed by an Employer on the first day of that period.

2.2. Participation Election. The Committee shall establish “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